Common use of Covenant Not to Compete Clause in Contracts

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) Each of Parent and Seller agrees with the Company that during the term hereof and for a period expiring two of 3 years after the termination Closing Date neither of them nor any of their respective Affiliates shall, directly or expiration indirectly, for himself, herself or itself, or on behalf of this Agreementany other person, Employee will not firm, entity or other enterprise, be employed by, be an officer, director or manager of, act as a consultant for, be a partner in, have a proprietary interest in, or loan money to any person, enterprise, partnership, association, corporation, limited liability company, joint venture or other entity which is directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownershipowning, management operating or operation ofmanaging any mobile radiological, EKG, or consultation regarding an HVAC service and replacement company any other business currently conducted by Seller (an the "HVAC BusinessApplicable Businesses"); (ii) compete with the Company , now or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult hereafter competitive with any business which ownssuch Applicable Business of Buyer (including, manages without limitation, the Business), IHS or operates an HVAC Business within fifty (50) miles any of any HVAC Business owned by the Company; (iv) interfere withtheir respective Affiliates, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work located in any capacitystate in which Buyer, IHS or Seller is currently conducting such business; provided, however, that nothing contained herein shall restrict Seller from performing its obligations under any Temporary Excluded Contracts as provided in Section 1.4(c) or restrict Parent or any of its Affiliates from operating or owning any of their existing businesses or investments or renting or leasing any equipment, provided that they do not expand into the foregoing prohibited activities. The restrictions contained in this provision Section 5.5 (other than the confidentiality provisions) shall not apply if Employee's employment hereunder be binding upon any third party purchaser of Parent, or of any assets, stock, division or business unit of Parent or of any Affiliate of Parent. (b) Seller and Parent represent and warrant that there are no employees, consultants or agents of Parent having expertise in the operation of the Applicable Business or having a relationship with any customers of the Applicable Business. Notwithstanding anything to the contrary contained in this Agreement, the foregoing representation and warranty and all indemnification rights with respect thereto shall not expire until the date that is terminated three (3) years after the date hereof. (c) Seller and the Parent hereby agree that, for a period of three (3) years following the date hereof, without cause the express written consent of IHS, none of Seller, the Parent and their respective Affiliates will directly or indirectly, for themselves or on behalf of any other person, firm, entity or other enterprise: (i) solicit any client, facility or patient who, prior to the expiration date hereof, was a client, facility or patient of Seller with respect to the AgreementApplicable Business; or (ii) hire, entice away or in any other manner persuade any employee, consultant, representative or agent who was an employee, consultant, representative or agent of Seller prior to the date hereof, to alter, modify or terminate their relationship with Buyer or IHS. 4.2 If (d) The Parent and Seller each acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate business interests of Buyer and IHS and that any violation thereof by either of them would result in irreparable harm to Buyer and IHS, and that damages in the event of such a judicial determination is made breach will be difficult, if not impossible, to ascertain. Accordingly, the Parent and Seller each agrees that upon the violation by it of any of the provisions of restrictions contained in this Section 4 constitutes an 5.5, Buyer and IHS shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law, equity, under this Agreement or otherwise, without the necessity of posting any bond or other security whatsoever. In the event any of the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the period of time or otherwise unenforceable restriction against Employee, the provisions scope of such restrictions (or both) shall be adjusted to such a manner or for such a time (or both) as is adjudged to be reasonable. (e) The Parent and Seller each acknowledges that the covenants contained in this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree 5.5 are independent covenants and that any judicial authority construing failure by the Buyer or IHS to perform its obligations under this Agreement shall not be empowered a defense to sever any portion enforcement of the territory covenants contained in this Agreement, including but not limited to a temporary or prohibited business activity permanent injunction. (f) Seller and Parent agree to take any and all actions necessary, including, without limitation, commencement of legal proceedings, to enforce each of the non-competition agreements set forth on Schedule 1.4 (a) hereto upon the request of and in accordance with the instructions of Buyer. Seller and Parent shall not be required to advance or expend any funds in connection with their respective obligations under this subsection (f). Buyer shall indemnify and hold harmless Seller and Parent from any loss, liability, damage, cost and expense, including without limitation, reasonable legal fees and expenses, arising out of taking any such actions at Buyer's request. Buyer acknowledges that Seller intends to terminate all Excluded Contracts (not otherwise terminated); provided that Seller shall not shorten the coverage of this Section 4 and to apply the non-competition provisions of this Section 4 such agreements in effect immediately prior to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respecttheir termination.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with (i) Commencing on the Company that during the term hereof Closing Date and for a period expiring two of five years after from the termination or expiration Closing Date, none of this Agreement, Employee the Sellers will not engage directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation competitive to the business of the Company) activities relating to the ownership, management Business anywhere in Canada or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityUnited States; provided, however, that this provision no owner of less than 1% of the outstanding stock of any publicly-traded corporation shall not apply if Employee's employment hereunder be deemed to engage solely by reason thereof in any of its businesses. (ii) Without limiting the provisions of paragraph 6(e)(i) hereof, commencing on the Closing Date and for a period of 5 years from the Closing Date, none of the Sellers will, directly or indirectly: (A) solicit, endeavour to solicit or gain the business of any person that is terminated without cause a customer, or has been within 5 years prior to the Closing Date, a customer of the Business or has been pursued as a prospective customer of the Business, for the purpose of selling to such customer or prospective customer any products or services which are competitive with those offered by the Company; (B) induce or endeavour to induce any employee of the Business to leave his or her employment; (C) employ or attempt to employ or assist any person in employing any employee of the Business (except that it is agreed that nothing will restrict either of the Principals from employing the other Principal after the expiration of their respective Consulting Agreements); or (D) solicit or endeavour to solicit any person that is a supplier or business partner of the Business at the time of Closing. (iii) If the final judgment of a court of competent jurisdiction declares that any term or provision of this §6(e) is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (iv) Sellers hereby expressly agree and acknowledge that: (A) in this section, the words “directly or indirectly” include any action taken by any of the Sellers for his own benefit or for the benefit of any person competing with the Business, either individually or in partnership or jointly or in conjunction with any other person as principal, agent, trustee, employee or shareholder (except for the holding of less than 1% of the stock of a corporation as referred to in paragraph 6 (e)(i) hereof ); (B) The Company has protectable business interests with respect to its suppliers, employees, customers and prospective customers, and that competition with and against such business interests would be harmful to the Company and Buyer; (C) the covenants contained in paragraph 6 (e) above are reasonable as to time and geographical area and do not place any unreasonable burden upon Sellers’ ability to earn a livelihood; (D) the public will not be harmed as a result of enforcement of the covenants contained in this §6 (e); (E) the personal legal counsel for Sellers have reviewed the covenants contained in this §6(e); (F) the parties have entered into the covenants contained herein in connection with and as a condition precedent to the consummation of the Agreement, pursuant to which Buyer shall acquire the outstanding shares of the Company; the agreements, actions, covenants, and promises contained herein are intended to protect and ensure the value of the Company, including its goodwill, which actions, covenants, and promises are a material consideration to Buyer in connection with this Agreement; and, to the extent that the laws of any jurisdiction in which this Agreement shall be interpreted, construed, and/or enforced distinguish between covenants given in connection with the sale of a business and its goodwill and covenants given in connection with employment, this covenant will be given the broader interpretation customarily given to covenants in connection with the sale of a business and the transfer of goodwill to a buyer; and (G) Sellers understand and agree to each and every term and condition contained in §6(e) of this Agreement. 4.2 If (v) Sellers recognize and acknowledge that irreparable damage will result to Buyer in the event of a judicial determination is made that any breach by Sellers of the provisions of this Section 4 constitutes an unreasonable §6(e), and, accordingly, in the event of such a breach, Buyer will be entitled, in addition to any other legal or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only equitable damages and remedies to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless which it may be entitled or which may be available, to recover monetary damages as a result of an injunction to restrain the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectviolation thereof.

Covenant Not to Compete. 4.1 Employee (a) IP hereby acknowledges and agrees that UWWH, Spinco and the Spinco Business would be irreparably damaged if IP or its Subsidiaries were to, directly or indirectly, engage in the Restricted Business and that doing so would result in a significant loss of goodwill and value by Spinco and the Spinco Business. Therefore, in further consideration of the amounts to be paid for the Spinco Common Stock and the goodwill of Spinco, IP covenants and agrees with the Company that during the term hereof and that, for a period expiring two of four years from and after the termination Closing Date, neither IP nor any of its Subsidiaries shall, without the prior written consent of the Surviving Corporation, directly or expiration of this Agreementindirectly, Employee will not either for itself or for any other Person, own or acquire any interest in, operate, manage, control, or engage in, any business or Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly (i) operateengages, develop or own proposes to engage in, any interest other than the ownership of less than five percent (5%) portion of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Restricted Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that nothing set forth in this provision Section 8.22 shall not apply if Employee's employment hereunder is terminated without cause prohibit IP or its Subsidiaries from (i) selling, distributing or otherwise providing any products manufactured by third parties that are ancillary to, and sold in connection with, sales of products manufactured by IP or its Affiliates (e.g., polypropylene lids for IP-manufactured food containers) (“IP Ancillary Products”) so long as all such IP Ancillary Products in the aggregate (other than polypropylene lids for IP-manufactured food containers) are of a de minimis value in relation to all IP manufactured Covered Products in the aggregate, (ii) selling any products to or performing any services for the Surviving Corporation or any of its Subsidiaries; or (iii) acquiring the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business; provided, that, subject to Section 8.22(b), in the case of clause (iii), IP shall divest or terminate such Restricted Business within 12 months of its acquisition. (b) The obligation and ability of IP to divest in accordance with the proviso to clause (iii) of Section 8.22(a) above shall be subject to the following: (i) If prior to the expiration fourth anniversary of the AgreementClosing Date, IP or any of its Subsidiaries acquires the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business (which, for the avoidance of doubt will include the Persons listed on Schedule 8.22(b)) (an “Acquired Competing Business”), IP shall no later than 20 Business Days after such acquisition notify the Surviving Corporation in writing of such acquisition. IP’s notice to the Surviving Corporation (the “Proposed Sale Notice”) shall state IP’s intention to sell all of the Acquired Competing Business (the “Proposed Sale”), the price that IP proposes to be paid for such Acquired Competing Business (the “Proposed Sale Price”), and the other material terms of the Proposed Sale. 4.2 If a judicial determination is made that (ii) At any time within 90 days after the date of the provisions receipt by the Surviving Corporation of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employeethe Proposed Sale Notice, the provisions Surviving Corporation shall have the right and option (but not the obligation) to purchase all of this Section 4 the Acquired Competing Business covered by the Proposed Sale Notice at the Proposed Sale Price (or, if the Proposed Sale includes any consideration other than cash, then at the equivalent cash price, determined in good faith by IP and the Surviving Corporation) and on the terms and conditions described in the Proposed Sale Notice, by delivering an irrevocable written notice (the “Acceptance Notice”) to IP indicating that the Surviving Corporation (or designee thereof) shall purchase the Acquired Competing Business being offered in the Proposed Sale and designating a date for the closing that is within 90 days after receipt of the Acceptance Notice (subject to any necessary extensions for regulatory or other required approvals to consummate such closing). (iii) During such 90-day period, for purposes of evaluating the Proposed Sale, IP, with respect to the Acquired Competing Business, shall provide, or cause to be provided to, the Surviving Corporation and its Representatives reasonable access to the Representatives of IP and the Acquired Competing Business during normal business hours and in a manner that does not unreasonably interfere with business and operations of IP and the Acquired Competing Business. Such access shall include access to the Acquired Competing Business’ properties, Contracts, commitments, books, records, financial and operating data and other information, including environmental information, papers, plans and drawings and any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws. Notwithstanding the foregoing, none of IP, the Acquired Competing Business or their respective Subsidiaries, as applicable, shall be rendered void only required to provide any information to the extent that such judicial determination finds information or to the extent that such provisions access would constitute a waiver of the attorney-client privilege or violate any law or Contract. The Surviving Corporation will hold, and will cause its respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from IP or the Acquired Competing Business, directly or indirectly, in confidence. (iv) The closing will be effected by delivery by wire transfer of immediately available funds (and any such non-cash consideration to be unreasonable or otherwise unenforceable. In this regard, paid) to IP at the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion principal office of the territory Surviving Corporation against delivery of certificates or prohibited business activity from other instruments representing the coverage Acquired Competing Business so purchased, appropriately endorsed by IP (or other conveyance documentation reasonably requested by the purchaser in the case of this Section 4 and to apply uncertificated securities or other acquired assets). If at the provisions of this Section 4 to the remaining portion end of the territory or 90-day period the remaining business activities Surviving Corporation has not so severed by delivered an Acceptance Notice, IP may, during the 270 days immediately following such judicial authority. Moreover90-day period, notwithstanding sell the fact Acquired Competing Business that any provisions of this Section 4 are determined not to be specifically enforceable, is the Company shall nevertheless be entitled to recover monetary damages as a result subject of the breach Proposed Sale to a transferee for consideration having a value of not less than 100% of the Proposed Sale Price and on other terms not materially less favorable in the aggregate to IP than those contained in the Proposed Sale Notice. Promptly after such sale, IP shall notify the Surviving Corporation of the consummation thereof and shall furnish such written evidence of the completion of such provision sale and of the terms thereof as may reasonably be requested by Employeethe Surviving Corporation. The time period If IP is unable to sell the Acquired Competing Business that is the subject of the Proposed Sale during which such 270 days in accordance with the prohibitions terms set forth in this Section 4 8.22(b), then IP shall apply offer to sell such Acquired Competing Business to the Surviving Corporation at a price determined by an independent valuation firm mutually selected in good faith by the Parties; provided that, for the avoidance of doubt, in connection with such offer to sell, the Surviving Corporation shall have no obligation to purchase such Acquired Competing Business. (c) The Parties agree that the covenants included in Section 8.20, Section 8.21 and this Section 8.22 are, taken as a whole, reasonable in their geographic and temporal coverage and are necessary to protect the goodwill of the businesses of the Surviving Corporation and its Subsidiaries and the substantial investment made by the stockholders of the Surviving Corporation, and no Party shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided, however, that if the provisions of Section 8.20, Section 8.21 or this Section 8.22 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be tolled and suspended as to Employee for a period equal deemed reformed in such jurisdiction to the aggregate quantity minimum extent required by applicable Law to cure such problem and such provisions shall be enforced with such reforms. (d) The Parties acknowledge and agree that in the event of time during a breach or threatened breach of the provisions of Section 8.20, Section 8.21 or this Section 8.22, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach or threatened breach, the non-breaching Party shall have the following rights and remedies, each of which Employee violates rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the non-breaching Party at law or in equity (including, without limitation, awards of monetary damages): (i) in the case of Section 8.20, Section 8.21 and this Section 8.22, the right and remedy to have the provisions of Section 8.20, Section 8.21 or this Section 8.22 specifically enforced by a court of competent jurisdiction without the requirement of posting a bond or proving actual damages, it being agreed that any breach or threatened breach of Section 8.20, Section 8.21 or this Section 8.22 would cause irreparable injury to the non-breaching Party and that money damages alone would not provide an adequate remedy to the non-breaching Party. (ii) in the case of Section 8.21 and this Section 8.22 (and not Section 8.20) and the provisions of the second proviso of Section 8.5 of the Distribution Agreement, the right and remedy to require the breaching Party, on a joint and several basis, to pay to the Surviving Corporation the greater of (x) the amount of any payments, profits or other benefits derived or received directly or indirectly by such prohibitions Person (determined net of any related costs incurred in such sales, including cost of goods sold) as the result of any respectactions constituting a breach of the provisions of Section 8.21 or this Section 8.22 and the provisions of the second proviso of Section 8.5 of the Distribution Agreement and (y) the total amount of any damages a court may award to the non-breaching Party for breach of the provisions of Section 8.21 or this Section 8.22, or the provisions of the second proviso in Section 8.5 of the Distribution Agreement.

Covenant Not to Compete. 4.1 Employee hereby covenants EMPLOYEE agrees that solely in the event of the sale or acquisition of the COMPANY, and agrees to the maximum extent permitted by applicable law, EMPLOYEE shall abide by the following covenant not to compete. The sale or acquisition of the COMPANY shall include the COMPANY’s sale of its goodwill, or its sale of all or substantially all of its operating assets, together with the Company goodwill, or its sale or other disposition of its ownership interest in COMPANY or as otherwise provided in California Business and Professions Code Section 16601. The covenant not to compete shall exist only in the event that during following the term hereof termination of this Agreement (and only in the event of the sale or acquisition of the COMPANY), the COMPANY elects, at its sole discretion, to invoke its restrictions. To exercise this covenant not to compete, the COMPANY shall notify EMPLOYEE within ten (10) days of termination of this Agreement of its intention to exercise this option and make an additional payment to EMPLOYEE of TWELVE (12) months’ base monthly salary determined at EMPLOYEE’s last rate of base monthly salary (and not including any bonus for which the EMPLOYEE may be eligible) with COMPANY. Pursuant to this covenant not to compete, EMPLOYEE agrees that for a period expiring two years after of one (1) year following the termination or expiration date of this Agreement, Employee will EMPLOYEE shall not directly or indirectly (i) operatefor EMPLOYEE, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities as a member of a publicly traded companypartnership, or as an officer, director, stockholder, employee, or representative of any other entity or individual, engage, directly or indirectly, in any business activity which has significant is the same or similar to work engaged in by EMPLOYEE on behalf of COMPANY within the same geographic territory where the COMPANY carries on or conducts business, and which is directly competitive with the business conducted or to EMPLOYEE’s knowledge, contemplated by COMPANY at the time of termination of this Agreement, (viewed other than investments in relation to professionally managed funds over which the EMPLOYEE does not have control or discretion in investment decisions and investments in publicly traded companies, so long as EMPLOYEE’S beneficial ownership does not exceed 2% of the public companies outstanding voting stock). EMPLOYEE may accept employment with an entity competing with COMPANY only if the business of that entity is diversified and EMPLOYEE is employed solely with respect to a separately-managed and separately-operated part of that entity’s business that does not compete with COMPANY. Prior to accepting such employment, EMPLOYEE and the Companyprospective employer entity shall provide COMPANY with written assurances reasonably satisfactory to COMPANY that EMPLOYEE will not render services directly or indirectly to any part of that entity’s business that competes with the business of COMPANY. EMPLOYEE acknowledges that (i) activities relating EMPLOYEE is familiar with the foregoing covenant not to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")compete; (ii) compete with EMPLOYEE is an officer and key member of the Company or its subsidiaries and affiliates in the operation or development management of any HVAC Business within fifty (50) miles of any HVAC Business owned by the CompanyCOMPANY; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles EMPLOYEE is a shareholder of any HVAC Business owned by the CompanyCOMPANY; (iv) interfere withthe goodwill associated with the existing business, solicit, disrupt customers and assets of COMPANY prior to any sale or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee acquisition of the Company, or its subsidiaries or affiliatesCOMPANY is an integral component of the value of COMPANY; or and (v) solicit any pastEMPLOYEE’s agreement as set forth herein is necessary and reasonable with respect to its length of time, present or prospective management employee (including all corporate officers scope and managersgeographic coverage, all regional managers and all general managers) of in order to protect the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior goodwill related to the expiration of the AgreementCOMPANY in connection with its sale or acquisition. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants During the Restrictive Period, Executive shall not, and agrees with the Company that during the term hereof and for a period expiring two years after the termination shall not encourage or expiration permit any of this Agreementhis Affiliates, Employee will not or any other Person, directly or indirectly indirectly, to: 5.1 engage in competition with, or acquire a direct or indirect interest or an option to acquire such an interest in any Person engaged in competition with Company’s Business or Innocoll AG’s business anywhere in the world (i) operate, develop or own any interest other than the ownership an interest of less not more than five percent (5%) of the equity securities outstanding stock of a any publicly traded company); 5.2 serve as a director, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownershipofficer, management employee, consultant, agent or operation representative of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete furnish information to, or otherwise facilitate in any way the efforts of, any Person engaged in competition with the Company Company’s Business or its subsidiaries and affiliates Innocoll AG’s business anywhere in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, world; 5.3 solicit, disrupt employ, interfere with or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the entice away from Company, Innocoll AG or its subsidiaries any Affiliate of Company any Person who has been employed or affiliateswas engaged by Company, and Innocoll AG or any such Affiliate in an executive, management, marketing, scientific or technical capacity in connection with the conduct of Company’s Business or Innocoll AG’s Business within one year prior to such solicitation, employment, interference or enticement; or 5.4 approach for any business or commercial purpose any Person who competes with or has plans of which Executive is aware to compete with Company’s Business or Innocoll AG’s Business, or solicit or deal with any Person who at any time during the one (1) year period immediately preceding the Exit Date was a customer, client, supplier supplier, agent or employee distributor of Company, Innocoll AG or any Affiliate or, as of the Exit Date, was the subject of active Company efforts to become a customer, client, supplier, agent or distributor of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 . The Restrictive Period shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that automatically extended for any judicial authority construing this Agreement shall be empowered to sever any portion period of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions Executive has breached, or threatened to breach, any provisions hereof. The geographic scope of the covenants set forth in this Section 4 shall apply 5 shall be tolled worldwide and suspended as Executive acknowledges that the business of Company and its Affiliates is worldwide and therefore the geographic scope of such covenants is reasonable and necessary to Employee for a period equal to protect the aggregate quantity interests of time during which Employee violates such prohibitions in any respectCompany and Innocoll AG.

Covenant Not to Compete. 4.1 Employee hereby In consideration of Purchaser’s consummation of the transactions contemplated hereby, and as a material inducement to Purchaser to enter into this Agreement, Seller covenants and agrees with the Company that as during the term hereof period beginning on the Closing Date and for a period expiring two years after ending on the termination or expiration fifth anniversary of this Agreementthe Closing Date (the “Noncompete Period”), Employee will Seller shall not at any time, in any capacity, directly or indirectly indirectly, (i) operatebe a Competing Organization, develop provide any services to any Competing Organization, or own have any direct or indirect ownership, financial or management interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")Competing Organization; (ii) compete solicit the employment of or hire any former employee of the Business or employee of Purchaser, or in any way interfere with the Company relationship between Purchaser and any of its employees; or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any solicit the business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present then existing or prospective relationshipclient, contractual customer, alliance partner, supplier, licensee, licensor, franchisee or otherwise, between the Companyother business relation of Purchaser, or its subsidiaries in any way interfere with the business relationship between Purchaser and such Persons. “Competing Organization” shall include any Person (i) located or affiliatesdoing business anywhere in North America, and any customer(ii) then engaged in or about to become engaged in, client, supplier a business identical to or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior similar to the expiration Business. If, at the time of the Agreement. 4.2 If a judicial determination is made that enforcement of any of the provisions of this Section 4 constitutes an 5.5 a court holds that the restrictions stated herein are unreasonable or unenforceable, the parties agree that the maximum period, scope or geographical area reasonable or otherwise unenforceable restriction against Employeeenforceable under such circumstances shall be substituted for the stated period, scope or area. The parties acknowledge and agree that the breach of any term or provision of this Section 5.5 by Seller shall cause irreparably harm to Purchaser and that in addition to any other remedies, Purchaser may apply to any court of law or equity of competent jurisdiction for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Section 4 5.5. Parties further acknowledge and agree that the restrictions of this Section 5.5 shall be rendered void only not apply to Seller to the extent that such judicial determination finds such provisions necessary to be unreasonable or otherwise unenforceable. In this regardallow Seller to complete current contracts for the Commonwealth of Pennsylvania, as described on the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectattached Schedule 5.5.

Covenant Not to Compete. 4.1 Employee hereby covenants and Seller agrees with the Company that during the term hereof and for a period expiring two of ----------------------- five (5) years (the "Non-Compete Period") from and after the termination or expiration of this AgreementClosing Date, Employee Seller will not engage directly or indirectly (i) operateindirectly, develop whether as a stockholder, partner, member, joint venturer, advisor, consultant or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded companyindependent contractor, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownershiptraditional mail order pharmacy business, management or operation ofspecialty mail order pharmacy business, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates retail pharmacy network business anywhere in the operation United States or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt induce or attempt to disrupt induce any past, present person or prospective relationship, contractual entity that is a customer or otherwise, between the Company, or its subsidiaries or affiliates, and supplier of any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work Buyer in any capacityof such businesses or otherwise a contracting party with any Buyer with respect to any of such businesses to terminate any written or oral agreement or understanding with such Buyer with respect to such businesses or otherwise modify its relationship with such Buyer with respect to such businesses in a manner adverse to such Buyer; provided, however, that (i) -------- ------- nothing contained in this provision Section 7.3 shall restrict the sale by Seller of medication management products and/or services to physicians, patients, or managed care providers or payors (other than the sale of traditional mail order pharmacy services, specialty mail order pharmacy services or retail pharmacy network services to third-party payors, which Seller shall be prohibited from doing for the Non-Compete Period), including via the Internet, and (ii) no owner of less than 1% of the outstanding stock of any publicly traded corporation shall be deemed to engage solely by reason thereof in any of such corporation's businesses. During the Noncompete Period, Seller shall not apply if induce or attempt to induce any Rehired Employee to leave their employ, or otherwise solicit the employment of any Rehired Employee's employment hereunder . If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7.3 is terminated without cause prior invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during within which the prohibitions set forth in this Section 4 shall apply shall judgment may be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectappealed.

Covenant Not to Compete. 4.1 Employee (a) Seller and the Stockholders each hereby covenants and agrees that for the period commencing with the Company Closing Date and ending five years from such date, Seller and each of the Stockholders shall not, within any geographic area in which Seller has done business (the "Area") directly or indirectly own, manage, operate, finance, join, control, or participate in the ownership, management, operation, finance or control of, or be connected with, in any manner, any entity, business enterprise or operation engaged in (i) designing, providing, marketing, selling, licensing or performing research and development of services relating to any part of the Business, or (ii) performing any services for any Customer (including Endo Pharmaceuticals Holdings Inc.) or any Affiliate of any Customer (including Endo Pharmaceuticals Holdings Inc.). (b) In addition to the restrictions imposed by Section 9.02, Seller and Stockholders hereby covenant and agree that during for the term hereof period commencing with the Closing Date and for a period expiring two ending five years after the termination or expiration of this Agreementfrom such date, Employee will they shall not directly or indirectly (as defined in Subsection 9.01(e) below), within the Area: (i) operatesolicit business from any Person which was a Customer of Seller at or any time prior to the date hereof, develop including actively sought prospective customers, for the purposes of providing products or own services customarily offered by or relating to the Business; (ii) induce or attempt to induce or influence any interest other than the ownership employee of less than five percent Parent or Purchaser to terminate his or her employment with Parent or Purchaser; (5%iii) of the equity securities of a publicly traded company, engage in any business which has significant (viewed is in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult competition with any business of Purchaser which ownsis involved in the Business or in which Seller now engages or at this time contemplates becoming involved in including, manages or operates an HVAC Business within fifty without limitation, any related product lines of the Business. (50c) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliatesSeller and Stockholders shall not, and shall not permit any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with own, manage, operate, join, control or participate in the Company ownership, management, operation or control of or be connected in any manner with, directly or indirectly, any business conducted under the name New Drug Services, any similar name or any derivatives thereof without the prior written consent of Parent and Purchaser. (x) Xxxxxx xxx Xxxxxxxxxxxx xxxxl, and Seller shall cause its subsidiaries and Affiliates, to hold in confidence and refrain from disclosing, publishing or affiliatesmaking use of all knowledge and information of a confidential nature relating to the Business prior to the Closing Date, except knowledge and information which (i) is or becomes generally available to the public other than as a result of a disclosure prohibited hereby, or hire (ii) is required to be disclosed by law. (e) For the purposes of this Agreement, the words "directly or indirectly" as used in Section 9.01 herein shall include, but not be limited to, (i) acting as an agent, officer, director, representative, consultant, independent contractor, or employee of any entity or enterprise, and (ii) participating in any such employee competing entity or enterprise as an owner, partner, limited partner, member, joint venturer, material creditor or stockholder (except as a stockholder holding less than five percent interest in a corporation whose shares are traded on a national securities exchange or in the over-the-counter market unless Seller or any Stockholder controls such corporation, either alone or with others). (f) Seller and Stockholders acknowledge that their expertise in the Business is of a special, unique, unusual, extraordinary and intellectual character, which gives said expertise a peculiar value, and that a breach by Seller or Stockholders of the provisions of this Agreement cannot reasonably or adequately be compensated in damages in an action at law; and such a breach of any of the provisions contained in this Agreement will cause Purchaser irreparable injury and damage. Seller and Stockholders further acknowledge that each possesses unique skills, knowledge and ability and that competition by any of them, in violation of this Agreement or any other breach of the provisions of this Agreement would be extremely detrimental to work Purchaser. By reason thereof, Seller and Stockholders agree that Parent and Purchaser shall be entitled, in addition to any capacityother remedies they may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent a breach or curtail any breach or threatened breach of this Agreement by Seller and/or any Stockholder without having to post a bond or other security; provided, however, that no specification in this provision Agreement of a specific legal or equitable remedy shall not apply if Employee's be construed as a waiver or prohibition against the pursuing of other legal or equitable remedies in the event of such a breach. (g) Nothing contained herein shall bar the Stockholders from performing duties for Purchaser under their employment hereunder is terminated without cause prior to the expiration of the agreements executed in connection with this Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants From and agrees with after the Company that during the term hereof Closing and for a period expiring two of three (3) years after following the termination or expiration of this AgreementClosing Date, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliatesSELLER shall not, and shall not enter into any customeragreement to, clientacquire, supplier lease, purchase, own, operate or employee use any building, office or other facility or premises located within the Restricted Territories (as defined in section 8.7 hereof) for the purpose of the Companyoperating a full service branch and making loans, accepting deposits or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacitycashing checks; provided, however, that this provision the foregoing prohibition shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration to: (i) performance by SELLER or any current or future affiliate or successor of SELLER of any of the Agreementforegoing activities utilizing ATMs, CBCTs, ALMs, cash dispensing machines, remote service facilities, terminals, or similar devices, or through continued operation of existing offices, (ii) performance by SELLER or any current or future affiliate or successor of SELLER of the foregoing activities as a result of a merger or other transaction, combination with, or acquisition of or by, SELLER, or an affiliate thereof with any third party following the Closing Date, (iii) SELLER’s work-out employees collecting loans that were not included in the Purchased Loans transferred to BUYER hereunder, (iv) SELLER or its affiliates servicing trust customers or (v) SELLER’s conduct of its Scope Leasing, Inc. (d.b. 4.2 If a judicial determination is made a. Scope Aircraft Finance) business, its structured warehouse and/or factoring lines of business, each of which are national in scope and will be conducted both inside and outside of the Restricted Territories. In the event that any of the provisions of this Section 4 constitutes an unreasonable section 8.12 hereof should ever be adjudicated to exceed the time or otherwise unenforceable restriction against Employeegeographic limitations permitted by applicable law, the then such provisions of this Section 4 shall be rendered void only deemed reformed to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceablemaximum time and geographic limitations permitted by applicable law. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion The running of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply prescribed above shall be tolled and suspended as to Employee for a any period equal to the aggregate quantity of time during in which Employee violates such prohibitions the SELLER, or any entity owned or controlled by the SELLER, acts in any respectcircumstances that a court of competent jurisdiction finds to violate the terms of this provision.The covenants and obligations of SELLER hereunder shall survive the Closing.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with The Consultant recognizes that the Company has business goodwill and other legitimate business interests which must be protected in connection with and in addition to the Information (as defined hereinafter), and therefore, in exchange for access to the Information, the specialized training and instruction which the Company will provide, the Company's agreement to retain the Consultant on the terms and conditions set forth herein, the Company's agreement to execute and consummate the Purchase Agreement, and the promotion and advertisement by the Company of Consultant's skill, ability and value in the Company's business, subject to the provisions of the next full paragraph of this Section 8, the Consultant agrees that during upon the expiration of the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee will not directly or indirectly then for a period of the latest date of (i) operate, develop or own any interest other than the ownership of less than five percent (5%) years after the date of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation ofthis Agreement, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete three (3) years after the date his service as a consultant is so terminated. (a) Consultant will not enter into, engage in, or be connected with any court reporting business or business operation or activity within Westchester, New York, Kings, Queens, Bronx, Richmond, Rockland and Nassau Counties in New York and Bergen, Essex, Union Middlesex, Morris, Warren, Somerset, Sussex and Passaic Counties in New Jersey; and (b) Consultant will not call upon any customer whose account is serviced in whole or in part by the Company or its subsidiaries and affiliates in Affiliates at the operation time of the termination of Consultant as a consultant hereunder, with the purpose of selling or development of attempting to sell to any HVAC Business such customer any services included within fifty (50) miles of any HVAC Business owned that offered by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, Company or its subsidiaries Affiliates; and (c) Consultant will not intentionally divert, solicit or affiliates, and take away any customer, client, supplier or employee of the CompanyCompany or its Affiliates, or the patronage of any customer or supplier of the Company or its subsidiaries Affiliates, or affiliates; otherwise interfere with or (v) solicit disturb the relationship existing between the Company or its Affiliates and any pastof their respective customers, present suppliers or prospective management employee (including all corporate officers and managersemployees, all regional managers and all general managers) directly or indirectly. In the event the Company ceases operation of the Business of the Company other than in a merger, consolidation, or similar transaction, or upon the filing of a bankruptcy or receivership proceeding against the Company, or its subsidiaries or affiliates, to leave their employment with upon the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to appointment of a liquidator for the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against EmployeeCompany, the provisions of this Section 4 8 shall not be rendered void only applicable to the conduct of Consultant subsequent thereto. It is mutually understood and agreed that if any of the provisions relating to the scope, time or territory in this Section 8 are more extensive than is enforceable under applicable laws or are broader than necessary to protect the good will and legitimate business interests of the Company, then the Parties agree that they will reduce the degree and extent that such judicial determination finds of such provisions by whatever minimal amount is necessary to be unreasonable or otherwise unenforceablebring such provisions within the ambit of enforceability under applicable law. In The Parties acknowledge that the remedies at law for breach of Consultant's covenants contained in this regardSection 8 are inadequate, the parties hereto hereby and they agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled entitled, at its election, to recover monetary damages as a result injunctive relief (without the necessity of the posting bond against such breach or attempted breach), and to specific performance of such provision by Employee. The time period during which the prohibitions set forth covenants in this Section 4 shall apply shall addition to any other remedies at law or equity that may be tolled and suspended as to Employee for a period equal available to the aggregate quantity of time during which Employee violates such prohibitions in any respectCompany.

Covenant Not to Compete. 4.1 (a) Employee hereby covenants and agrees with the Company that during the term hereof Term and ----------------------- for a period expiring of two years after thereafter (the termination or expiration of this Agreement"Noncompetition Period"), Employee will he shall not directly or indirectly own, manage, operate, join, advise, consult, control or participate in the ownership, management, operation or control of, or be connected in any manner with, any business under any name similar to the name of Employer or any other person whose principal business is (or the principal business of any of its affiliates is) competitive with Employer or who proposes to engage in a business competitive with Employer, or in any department or division of any other person where such department or division is competitive with Employer (where the nature of Employer's business is measured (i) operateif the competitive act in question occurs during the Term, develop at the time the competitive act in question is made by Employee, and (ii) if the competitive act in question occurs after the Term, at the time Employee's employment is terminated hereunder). During the Noncompetition Period, Employee agrees that he shall not offer to any person any services that compete with or own any interest are substantially similar to those provided by Employer (where the nature of Employer's business, including the services provided by Employer, are measured (1) if the offer is made during the Term, at the time the offer is made by Employee, and (2) if the offer is made after the Term, at the time Employee's employment is terminated hereunder). (b) Employee agrees that he shall not engage in unfair competition with Employer during the Noncompetition Period. (c) Employee agrees that he shall not, during the Noncompetition Period (after the Term), other than on behalf of Employer and consistent with his duties as an employee of Employer, directly or indirectly solicit the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation trade of, or consultation regarding an HVAC service trade with, any person who is a client, customer or supplier of Employer (where all such clients, customers and replacement company suppliers are measured at the time Employee's employment is terminated hereunder) unless Employee receives the prior written consent of the Board to do so. (an "HVAC Business"d) Employee agrees that he shall not, during the Noncompetition Period (after the Term); , directly or indirectly, solicit or induce (or attempt to solicit or induce) to leave the employ of Employer for any reason whatsoever, or hire, any person who (i) was employed by Employer within one year prior to the time of the act of solicitation or inducement, or (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be is employed by Employer at the time of the act of solicitation or consult with any business which ownsinducement. (e) During and after the Term, manages or operates an HVAC Business within fifty (50) miles Employee agrees not to disparage Employer, the parent of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the CompanyEmployer, or its any of the subsidiaries or affiliatesaffiliates of Employer. During and after the Term, Employer agrees not to disparage the character of Employee. (f) Employee hereby specifically acknowledges and agrees that the provisions of this Section 6 are reasonable and necessary to protect the legitimate interests of Employer, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, that Employee desires to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior agree to the expiration provisions of this Section 6. In the Agreement. 4.2 If a judicial determination is made event that any of the provisions of this Section 4 constitutes an unreasonable 6 should ever be held to exceed the time, scope or otherwise unenforceable restriction geographic limitations permitted by applicable law, it is hereby declared to be the intention of the parties hereto that such provision be reformed to reflect the maximum time, scope and geographic limitations that are permitted by such law. (g) Employee hereby acknowledges and agrees for himself, and for any person participating with him in any breach or threatened breach of this Section 6 (the "Other Person"), that, owing to the special, unique and extraordinary nature of the matters covered by this Section 6, in the event of any breach or threatened breach by Employee or the Other Person of any of the provisions hereof, Employer would suffer substantial and irreparable injury, which could not be fully compensated by monetary award alone, and Employer would not have adequate remedy at law. Therefore, Employee agrees that, in such event, Employer shall be entitled to temporary and/or permanent injunctive relief against Employeehim and any such Other Person, without the necessity of proving actual damages or of posting bond to enforce any of the provisions of this Section 4 shall be rendered void only to 6, and he hereby waives for himself and for any such Other Person the extent defenses, claims, or arguments that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regardthe matters are not special, unique, and extraordinary, that Employer must prove actual damages, and that Employer has an adequate remedy at law. (h) Employee further agrees that the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 rights and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth remedies described in this Section 4 shall apply 6 are cumulative and shall be tolled in addition to and suspended as not in lieu of any other rights and remedies otherwise available under this Agreement, or at law or in equity, including but not limited to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectmonetary damages.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for For a period expiring two of four years from and after the termination or expiration Closing Date, neither the Seller nor any of this Agreement, Employee the Shareholders will not in any capacity whatsoever engage directly or indirectly in: (i) operatethe design, develop manufacture, sale or own repair of industrial watertube boilers, ducts, stacks, and/or waste heat boilers which compete with those sold, offered for sale or under design by the Seller during the one year period preceding the Closing Date and which are destined for use in the United States or any interest foreign country within which the Seller sold or offered to sell the same during the one year period preceding the Closing Date; (ii) the design, manufacture, sale or repair of fabricated metal products which are of a type similar to those fabricated metal products designed, manufactured, sold or repaired by the Seller during the one year period preceding the Closing Date (specifically including, but not limited to, guard rails, motorcycle jacks, tire repair equipment and/or ovens) and which are destined for use in the United States or any foreign country within which the Seller sold or offered to sell the same during the one period preceding the Closing Date; (iii) the solicitation or attempted solicitation of business (of the type engaged in by the Seller during the one year period preceding the Closing Date) from any Person who was a customer of the Seller (or from whom the Seller solicited business) during the one year period preceding the Closing Date; (iv) any action that is intended or designed to have the effect of discouraging any Person who was an employee, agent, lessor, licensor, customer, supplier, or other than business associate of the Seller during the twelve month period preceding the Closing Date from maintaining the same business relationships with the Buyer as were maintained with the Seller; and/or (v) any effort to attempt to hire or otherwise obtain the services of any person who was employed by the Seller during the one year period preceding the Closing Date. The ownership of less than five percent (5%) % of the equity securities outstanding stock of a any publicly traded companycorporation shall not be deemed to violate the foregoing provisions. The Parties hereby acknowledge and agree that (a) the Seller's business is international in scope, in any business which has (b) the Seller's most significant (viewed in relation to asset is its goodwill, as is evidenced by the business allocation of the CompanyPurchase Price as set forth in Exhibit I attached hereto, (c) activities relating the foregoing restrictions are reasonable and necessary to protect such goodwill, (d) without such restrictions the ownership, management or operation of, or consultation regarding an HVAC service Seller and replacement company (an "HVAC Business"); (ii) the Shareholders would by virtue of their prior experience and contacts be in a position to unfairly compete with the Company or its subsidiaries Buyer and affiliates destroy the value of the goodwill which the Buyer is purchasing, (e) the Buyer would suffer irreparable harm in the operation event of a breach of the foregoing restrictions and, accordingly (f) the Buyer, in addition to any other remedies available to it, shall be entitled to injunctive relief without the posting of a bond or development other collateral. The Parties also agree that the term of any HVAC Business within fifty (50) miles of any HVAC Business owned the foregoing restrictions shall without further action by the Company; (iii) Parties be employed automatically extended by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by period the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that Seller and/or any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 Shareholders are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result have been in violation of the breach of any such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectrestrictions.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with During the two years following the end of the Executive’s employment by the Company (the “Covenant Period”): (a) The Executive agrees that during the term hereof and for a period expiring two years after the termination or expiration of this Agreementhe will not, Employee will not directly or indirectly indirectly, as a partner, officer, employee, director, stockholder, proprietor, consultant, representative, agent or otherwise become or be interested in, or associate with or render assistance to (i) operateany person engaged in the ownership, develop operation and/or management of any water park, amusement park, theme park, marine or own wildlife park, outdoor mini-theme park or family amusement or entertainment center (collectively, “Parks”) located within the United States of America (or in the event the Company owns or otherwise operates any interest other than Park outside the ownership United States of less than five percent (5%) of the equity securities of a publicly traded companyAmerica, in any business which has significant location within a 250 mile radius of such location) or (viewed ii) if during the Term, the Company commences any line of business, in relation to the business of the Company) activities relating addition to the ownership, operation and/or management of Parks, and if, during the last full fiscal year of the Company preceding the date of the termination of the Executive’s employment, such other line of business accounted for at least 10% of the Company’s revenue during such year, any person engaged in such other line of business within a 250 mile radius of any location at which the Company is then engaged therein. The foregoing provisions shall not, however, prohibit the ownership by any Executive of securities in accordance with Section 4(c)(i). (b) The Executive agrees that he will not, directly or operation ofindirectly, during the Covenant Period, for his own benefit or consultation regarding for the benefit of any other person knowingly solicit the professional services of any employee of the Company or any Subsidiary or any person who had been such an HVAC service employee within three months prior thereto or otherwise interfere with the relationship between the Company or any Subsidiary and replacement company any of such persons. (an "HVAC Business")c) The Executive recognizes and acknowledges that, in connection with his employment by the Company, he has had and will continue to have access to valuable trade secrets and confidential information of the Company and its Subsidiaries and Affiliates including, but not limited to, customer and supplier lists, business methods and processes, marketing, promotional, pricing and financial information and data relating to employees and agents (collectively, “Confidential Information”) and that such Confidential Information is being made available to the Executive only in connection with the furtherance of his employment by the Company. The Executive agrees that during the Term and thereafter, he will not use or disclose any of such Confidential Information to any person, except that disclosure of Confidential Information will be permitted: (i) to the Company, its Subsidiaries and Affiliates and their respective advisors; (ii) compete with if such Confidential Information has previously become available to the Company or its subsidiaries and affiliates in public through no fault of the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the CompanyExecutive; (iii) be employed if required by any court or consult with any business which owns, manages governmental agency or operates an HVAC Business within fifty (50) miles of any HVAC Business owned body or is otherwise required by the Companylaw; (iv) interfere with, solicit, disrupt if necessary to establish or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between assert the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee rights of the Company, or its subsidiaries or affiliatesExecutive hereunder; or (v) solicit if expressly consented to by the Company. (d) The parties agree that a violation of the foregoing agreements not to compete or disclose, or any pastprovision thereof, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of will cause irreparable damage to the Company, and the Company shall be entitled (without any requirement of posting a bond or its subsidiaries other security), in addition to any other rights and remedies which it may have, at law or affiliatesin equity, to leave their employment with an injunction enjoining and restraining the Company Executive from doing or its subsidiaries or affiliates, or hire continuing to do any such employee to work in act or any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions other violations or threatened violations of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, 13. (e) The Executive acknowledges and agrees that the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions restrictive covenants set forth in this Section 4 13 (the “Restrictive Covenants”) are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants shall apply not thereby be affected and shall be tolled given full force and suspended as to Employee for a period equal effect, without regard to the aggregate quantity invalid or unenforceable parts. (f) If any court determines that any of time during which Employee violates the Restrictive Covenants, or any part thereof, is invalid or unenforceable for any reason, such prohibitions court shall have the power to modify such Restrictive Covenant, or any part thereof, and, in any respectits modified form, such Restrictive Covenant shall then be valid and enforceable.

Covenant Not to Compete. 4.1 The Employee hereby covenants and agrees with the Company that shall not, during the term hereof Term ----------------------- (except in the performance of the Employee's duties hereunder) and for a period expiring two years after immediately following the termination of the Employee's employment hereunder of either (x) in the case of a termination by the Company without cause, as described in Section 7.1(a) hereof, the length of time during which the Employee is entitled to receive severance pay pursuant to Section 7.1(c) hereof or expiration (y) in all other cases, two (2) years, do any of this Agreement, Employee will not the following directly or indirectly without the prior written consent of the Board of Directors in its sole discretion: (ia) operateengage or participate, develop directly or own indirectly, in any interest business activity substantially competitive with the Business; (b) become interested (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) in any person, firm, corporation, association or other than entity engaged in any business that is competitive with the ownership Business, or become interested in (as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise) any portion of less the business of any person, firm, corporation, association or other entity where such portion of such business is competitive with the Business or any other business in which the Company or any of the Company's subsidiaries or affiliates is engaged during the Term (notwithstanding the foregoing, the Employee may hold not more than five percent (5%) of the equity outstanding securities of any class of any publicly-traded securities of a publicly traded companycompany that is engaged in the Business); (c) engage, either directly or indirectly, in any business which has significant activity substantially competitive with the Business with any (viewed in relation to A) customer with whom the business Company shall have dealt at any time during the one (1) year period immediately preceding the termination of the Company) activities relating to the ownership, management or operation ofEmployee's employment hereunder, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (iiB) compete corporate partner, collaborator, independent contractor or supplier with whom the Company shall have dealt at any time during the one (1) year period immediately preceding the termination of the Employee's employment hereunder; (d) influence or its subsidiaries and affiliates in attempt to influence any then current or prospective supplier, customer, corporate partner, collaborator, or independent contractor of the operation Company to terminate or development modify any written or oral agreement or course of any HVAC Business within fifty (50) miles of any HVAC Business owned by dealing with the Company; or (iiie) be employed by or consult initiate any contract with any business which ownsperson with the purpose of influencing or attempting to influence any person either (i) to terminate or modify an employment, manages consulting, agency, distributorship or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between other arrangement with the Company, or its subsidiaries (ii) to employ or affiliatesretain, and or arrange to have any customerother person or entity employ or retain, clientany person who has been employed or retained by the Company as an employee, supplier consultant, agent or employee distributor of the Company, or its subsidiaries or affiliates; or Company at any time during the one (v1) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) year period immediately preceding the termination of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made hereunder. The Employee acknowledges that any of he has carefully read and considered the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, 6. The Employee acknowledges that the provisions of this Section 4 shall be rendered void only foregoing restrictions may limit his ability to earn a livelihood in a business similar to the extent Business, but he nevertheless believes that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, he has received and will receive sufficient consideration and other benefits in connection with the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion payment by the Company of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions compensation set forth in this Section 4 shall apply shall be tolled Sections 3 and suspended as 7 hereof to justify such restrictions, which restrictions the Employee for does not believe would prevent him from earning a period equal to living in businesses that are not competitive with the aggregate quantity of time during which Employee violates such prohibitions in any respectBusiness and without otherwise violating the restrictions set forth herein.

Covenant Not to Compete. 4.1 Employee hereby covenants and (a) Seller agrees with the Company that during the term hereof and for a period expiring two years after (such period, the termination “Non-Compete Expiration Date”) between the Closing Date and the earliest to occur of (i) the third anniversary of the Closing Date; (ii) the first anniversary of the date of a Buyer Change of Control; and (iii) the first anniversary of the date of a Seller Change of Control, Seller shall not, and shall cause its Affiliates not to, directly or expiration indirectly, manage, operate, control, engage or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in a business in competition with Buyer with respect to the Base PM Business, as the Base PM Business has been conducted during the twelve (12) month period preceding the date of this Agreement, Employee will not directly or indirectly on a worldwide basis (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of each a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC “Seller Competing Business"”); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision it shall not apply be a violation of this Section 7.7(a) for Seller or any of its Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a securities exchange outside the U.S.) if Employee's employment hereunder Seller or any of its Affiliates (A) is terminated without cause not a controlling Person or a member of a group that controls such Person and (B) does not, directly or indirectly, own more than 5% of the voting securities of such Person, (ii) to directly or indirectly acquire any Person that includes a Seller Competing Business that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Seller disposes of such Seller Competing Business within twelve (12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the Transition Services Agreement. Also, in the event that from the period between the Closing Date until the Non-Compete Expiration Date, Seller completes a business combination transaction with a Person that is engaged in any Seller Competing Business, which transaction results in such Person beneficially owning more than 50% of the voting power of the voting securities of Seller outstanding immediately prior to the expiration consummation of such transaction (a “Seller Change of Control”), such Person and its Affiliates (other than Seller (or the Agreement. 4.2 If a judicial determination is made that surviving entity of Seller or successor in interest of Seller or its assets) and its Subsidiaries) shall not be subject to the restrictions in this Section 7.7(a) and Buyer and its Affiliates shall not be subject to the restrictions in Section 7.7(b). For avoidance of doubt, nothing in this Section 7.7(a) shall prevent Seller or any of the provisions its Affiliates from operating, and it shall not be a violation of this Section 4 constitutes an unreasonable 7.7(a) for Seller or otherwise unenforceable restriction against Employeeany of its Affiliates to operate, the provisions Non-PM Business. (b) Buyer agrees that until the Non-Compete Expiration Date, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly, manage, operate, control, engage or acquire any ownership interest in any firm, corporation, partnership, proprietorship or other business entity that engages in a business in competition with Seller with respect to the Non-PM Business, as the Non-PM Business has been conducted during the twelve (12) month period preceding the date of this Agreement, on a worldwide basis (each a “Buyer Competing Business”); provided, however, that it shall not be a violation of this Section 4 shall be rendered void only 7.7(b) for Buyer or any of its Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange (or a securities exchange outside the U.S.) if Buyer or any of its Affiliates (A) is not a controlling Person or a member of a group that controls such Person and (B) does not, directly or indirectly, own more than 5% of the voting securities of such Person, (ii) to directly or indirectly acquire any Person that includes a Buyer Competing Business that, at the time of such acquisition, constituted less than 20% of the assets or revenue of such Person, provided that Buyer disposes of such Buyer Competing Business within twelve (12) months after the closing date of such acquisition (regardless of whether such twelve (12) month period extends beyond the Non-Compete Expiration Date) or (iii) provide services pursuant to the extent that such judicial determination finds such provisions to be unreasonable Transition Services Agreement, or otherwise unenforceable. In this regarduse the marks subject of, and pursuant to, the parties hereto hereby agree Trademark License Agreement. Also, in the event that from the period between the Closing Date until the Non-Compete Expiration Date, Buyer completes a business combination transaction with a Person that is engaged in any judicial authority construing this Agreement shall be empowered to sever any portion Buyer Competing Business, which transaction results in such Person beneficially owning more than 50% of the territory voting power of the voting securities of Buyer outstanding immediately prior to the consummation of such transaction (a “Buyer Change of Control”), such Person and its Affiliates (other than Buyer (or prohibited business activity the surviving entity of Buyer or successor in interest of Buyer or its assets) and its Subsidiaries) shall not be subject to the restrictions in this Section 7.7(b) and Seller and its Affiliates shall not be subject to the restrictions in Section 7.7(a). For avoidance of doubt, nothing in this Section 7.7(b) shall prevent Buyer or any of its Affiliates from the coverage operating, and it shall not be a violation of this Section 4 and 7.7(b) for Buyer or any of its Affiliates to apply operate the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectPatient Monitoring Business.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) In consideration for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the terms of the Confidential Information, Conflict of Interest, and Proprietary Information provisions (Paragraphs 5, 6, and 7), Executive agrees that (i) during his employment with the Company that during the term hereof and for a period expiring of two years after commencing from the termination or expiration Date of this AgreementTermination (as defined in Paragraph 9), Employee Executive will not not, directly or indirectly (i) indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, develop manage, control, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, become involved in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownershipmanner with any business, management or operation ofoperation, corporation, partnership, association, agency, or consultation regarding an HVAC service other person or entity that (A) is located in North America or Europe and replacement company (an "HVAC Business"); B) derives at least 51 percent of its gross revenue from developing, manufacturing, or selling graphics adapters for desktop personal computers or from any other business in which the Company is engaged on Executive's Date of Termination; (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their during his employment with the Company and for a period of two years commencing from the Date of Termination, Executive will not, directly or its subsidiaries indirectly, either for himself or affiliatesfor any other business, operation, corporation, partnership, association, agency, or hire other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any such of the Company's customers in North America and Europe; and (iii) during his employment with the Company and for a period of two years commencing from the Date of Termination, Executive will not, directly or indirectly, cause or induce any present or future employee of the Company to work in accept employment with Executive or with any capacity; providedbusiness, howeveroperation, that this provision corporation, partnership, association, agency, or other person or entity with which Executive may be associated. (b) If Executive is entitled to receive the Parachute Payment Amount under Paragraph 11, then the provisions of Subparagraph 8(a) shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreementapply. 4.2 If (c) Any alleged breach of other provisions of this Agreement asserted by Executive will not be a judicial determination is made that any defense to claims arising from the Company's enforcement of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, Paragraph 8. (d) Should Executive violate the provisions of this Section 4 shall be rendered void only to Paragraph 8, then the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during for this covenant shall automatically be extended for the period of time from which Employee violates Executive began such prohibitions in any respectviolation until he permanently ceases such violation.

Covenant Not to Compete. 4.1 Employee For and in consideration of the allocation of $100,000 of the Purchase Price paid to the Company by Buyer, the Company and Millxx xxxh covenant and agree, for a period of three and one-half (3 1/2) years from and after the Closing Date, that he, she or it will not, directly or indirectly, without the prior written consent of Buyer, for or on behalf of any Person or Affiliate: (a) engage in the business of developing or providing any information systems or services (similar to the Business, the Software or the System) to any travel-related business (other than (A) the operation by Trasx Xxxxxx Xxxhnologies, Inc. of the call center for American Airlines Vacations or (B) the operation by Trasx Xxxxxx Xxxeservices, Inc., an Affiliate of the Company ("TMTS"), of call centers so long as TMTS does not offer services in competition with the business of GVG or the Company, as such businesses are currently being conducted), provided, however, that nothing in this SECTION 6.4 shall alter or affect Millxx'x xxxhts or obligations to own an interest in Preview Travel, Inc., Adventure Media, Inc., or any affiliate or successor in interest to any of the foregoing, pursuant to SECTION 6.3(a)(i)of the Purchase Agreement, subject to the provision of SECTION 6.3(a)(iii) thereof (but such reaffirmation of Millxx'x xxxhts shall not permit Millxx xx his Affiliates to develop or provide information systems or services similar to the Business, the Software or the System), it being agreed that SECTION 6.3(a)(ii) of the Purchase Agreement is hereby covenants terminated and agrees superseded by this SECTION 6.4; (b) hire, retain, or solicit the employment or services of employees, consultants or representatives of Buyer or any of its Affiliates for the purpose of causing them to leave the employment of Buyer or such Affiliates; or (c) take any action (or cause any such action to be taken by another Person) that primarily is designed or intended to have the effect of discouraging any vendor, lessor, licensor, customer, supplier, or other business associate of the Business from maintaining the same business relations with Buyer after the Closing as it maintained with the Company that during the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation prior to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityClosing; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration Millxx xxx own less than ten percent (10%) of the Agreement. 4.2 If outstanding stock of any publicly-traded corporation and Millxx xxxll not be deemed to be in a judicial determination is made that any of the provisions violation of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed SECTION 6.4 solely by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectreason thereof.

Covenant Not to Compete. 4.1 Employee hereby (i) For the considerations specified in this Agreement and in recognition that the covenants by the Shareholders in this Section are a material inducement to the Parent to enter into and perform this Agreement, each Shareholder agrees with that for the Company that during period from the term hereof and for a period expiring two Closing Date to the later to occur of (a) the date which is five years after the Closing Date or (b) the date which is two years following any termination or expiration of this Agreementsuch Shareholder's employment with the Company, Employee such Shareholder will not represent, engage in, carry on, or have a financial interest in, directly or indirectly indirectly, individually, as a member of a partnership or limited liability company, equity owner, shareholder (other than as a shareholder of less than one percent of the issued and outstanding stock of a publicly-held company whose gross assets exceed $100 million), investor, officer, director, trustee, manager, employee, agent, associate or consultant engage in any business that involves indoor air quality, heating, ventilation, air conditioning, appliance, mechanical construction, plumbing, electrical contracting or sewer cleaning products or services within a 100 mile radius of the cities of Little Rock, Arkansas and Fayetteville, Arkansas; provided, however that Xxxxx Xxxxxxx and his affiliates, Arkansas Mechanical Contractors, Inc., d/b/a Hillcrest Plumbing and Heating ("AMC"), may continue to engage in the mechanical contracting and plumbing service businesses so long as (a) neither Xx. Xxxxxxx nor any of his affiliates market heating, ventilation or air conditioning maintenance and/or repair services of the nature marketed by the Parent or any of its affiliates within a 100 miles radius of the cities of Little Rock, Arkansas, and Fayetteville, Arkansas, and Xx. Xxxxxxx and his affiliates refer any such marketing opportunities to the Parent and its affiliates, and (b) Xx. Xxxxxxx and his affiliates do not solicit or bid on any commercial mechanical construction project if the Parent or any of its affiliates have intend to bid on such project and so notify Xxxxxxx or AMC within thirty (30) days after its receipt of the solicitation for bids, unless Xxxxxxx or AMC have an existing or long-term relationship with the owner of such project. (ii) Each Shareholder agrees that the limitations set forth herein on such Shareholder's rights to compete with the Parent and its affiliates as set forth in clause (i) operateare reasonable and necessary for the protection of Parent and its affiliates. In this regard, develop or own any interest each Shareholder specifically agrees that the limitations as to period of time and geographic area, as well as all other than restrictions on such Shareholder's activities specified herein, are reasonable and necessary for the ownership of less than five percent (5%) protection of the equity securities of a publicly traded companyParent and its affiliates. Each Shareholder agrees that, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, event that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable should ever be deemed to exceed the scope of business, time or otherwise unenforceable restriction against Employeegeographic limitations permitted by applicable law, such provisions shall be and are hereby reformed to the provisions maximum scope of business, time or geographic limitations permitted by applicable law. (iii) Each Shareholder agrees that the remedy at law for any breach by such Shareholder of this Section 4 4.1.1 will be inadequate and that the Parent shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectinjunctive relief.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for a period expiring two years 12 months after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest (other than the ownership of less than five percent (5%) % of the equity securities of a publicly traded company, company other than the Company or any entity controlling the Company) in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company a casual dining restaurant of which steak sales constitute 35% or more of total restaurant sales (an a "HVAC BusinessRestaurant"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business Restaurant within fifty (50) miles the 48 contiguous states of any HVAC Business owned by the CompanyUnited States of America; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Companya Restaurant; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or known prospective management employee (including all corporate officers and managers, all regional managers area or divisional directors and all restaurant general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any management employee who was employed by the Company within six months prior to the date of such employee hiring to work in any capacity; provided, however, that this provision Section 4.1 shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee In consideration for the payments provided for in Section 5(a) above, you hereby covenants and agrees with agree that, without the Company's prior written consent, effective as of the date of this Agreement, for so long as you are employed by the Company that during the term hereof or one of its Subsidiaries (and any successors in interest therein), and for a period expiring of two (2) years after thereafter (the termination "Noncompete Period"), you shall not directly or expiration indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in any other capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined herein) and in a capacity identical to or similar to the capacity in which you worked at the Company. Nothing in this Section 5(b) shall be construed so as to preclude you from investing in any publicly or privately held company, provided that your beneficial ownership of any class of such company's securities does not exceed 2% of the outstanding securities of such class. For purposes of this Agreement, Employee will not a "Competitive Business" is any corporation, partnership, or any other business or firm that principally engages in the business of, and competes directly or indirectly (i) operatewith, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities businesses owned or operated by the Company, its Subsidiaries or affiliates (including any parent company) and any successors thereto (the "Restricted Group") in the sale, representation or marketing of computer programs, or any related services, for the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc., Aurum Software (a publicly traded companyBaan Company), in any Epsilon, Phoenix Marketing, X. Xxxxxx & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the following geographic areas: City of Atlanta, the counties of Clayton, Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and Xxxxx, Georgia and the counties of Bergen, Morris, Ocean, and Passaic, New Jersey. You acknowledge that the Company conducts its business which has significant (viewed in relation to within the business Territory, that you will perform services for and on behalf of the CompanyCompany within the Territory, and that this Section (and the Territory) activities relating is a reasonable limitation on your ability to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees Executive acknowledges that the Company would ----------------------- be substantially damaged by an association of Executive with a depository institution that competes for customers with the Company, the Bank and any subsidiaries of the Company that or the Bank. Without the consent of the Company, Executive shall not at any time during the term hereof of this Agreement or Executive's employment, and for a period expiring two of three years after the termination or expiration of this Agreement, Employee will not directly or indirectly thereafter (i) operate, develop or own any interest other than the ownership of less than five percent (5%) regardless of the equity securities reason for termination), (a) solicit any person who was a customer of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its the Bank or any of their subsidiaries and affiliates during the two year period prior to the termination of this Agreement or Executive's employment hereunder for Executive or any other person, to offer the same products or render the same services to such customer as were provided or proposed to be provided by the Company or the Bank or any of their subsidiaries to such customer as of the time of termination of Executive's employment, (b) directly or indirectly, on Executive's behalf or in the operation service or development on the behalf of others, render or be retained to render similar services as described in Section 1 hereof, whether as an officer, partner, trustee, consultant, or employee for any HVAC Business depository institution, which has a banking office located within fifty (50) 25 miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee office of the Company, Bank or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) banking office of the CompanyCompany as of the date of Executive's termination of employment, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision Executive shall not apply be deemed to have breached this undertaking if Employeehis sole relationship with any other such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than three percent (3%) of such entity's employment hereunder is terminated without cause prior to the expiration outstanding equity interest, or (c) actively induce or solicit any employees of the Agreement. 4.2 If a judicial determination is made that any of Company or the provisions Bank to leave such employ. For purposes of this Section 4 constitutes an unreasonable 8, "person" shall include any individual, corporation, partnership, trust, firm, proprietorship, venture or otherwise unenforceable restriction against Employee, the provisions other entity of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectnature whatsoever.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during During the term hereof of this Agreement and for a period expiring of two (2) years after the its termination or expiration of this Agreement"For Cause", Employee Physician will not directly or indirectly indirectly: (i1) operatebe employed by, develop engage in, continue in or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in carry on any business which has significant (viewed in relation to competes with the Business of the Company or any business of the CompanyAcquisition Corp, MIOA or any of its subsidiaries that is substantially similar thereto, including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (2) activities relating to the ownershipbe employed by, management consult with, advise or operation ofassist in any way, whether or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of the Company or its subsidiaries and affiliates the Acquisition Corp in any aspect with respect to the operation Business of the Company or development the Acquisition Corp, including, but not limited to, advertising or otherwise endorsing the products of any HVAC Business within fifty (50) miles such competitor; soliciting patients and customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any HVAC Business owned by the Company; (iii) be employed by or consult form of business transaction on other than on an arm's length basis with any business which owns, manages or operates such competitor; (3) offer employment to an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, MIOA or any of its subsidiaries subsidiaries, without the prior written consent of MIOA; or (4) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete or affiliates; or (v) solicit to commit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of act which adversely affects the Company, the Acquisition Corp or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacitybusiness; provided, however, that this provision the foregoing shall not apply if Employee's employment hereunder is terminated without cause prior to prohibit the expiration ownership of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the Agreement. 4.2 If outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall extend in an outward radius of 15 miles from any clinic, lab, medical facility or any other business of the Company, Acquisition Corp or any similar business of any other subsidiary of MIOA. The parties agree that the Company or the Acquisition Corp, as the case may be, may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Company's, or the Acquisition Corp's, business. In the event a judicial determination is made court of competent jurisdiction determines that any of the provisions of this Section 4 constitutes an unreasonable covenant not to compete are excessively broad as to duration, geographical scope or otherwise unenforceable restriction against Employeeactivity, the provisions of it is expressly agreed that this Section 4 covenant not to compete shall be rendered void construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent that necessary to render the same valid and enforceable in such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectjurisdiction.

Covenant Not to Compete. 4.1 (a) Employee hereby covenants acknowledges that his duties under this Agreement and agrees with the services he will provide to the Company are of a special, unique, unusual and extraordinary character, which gives this Agreement particular value to the Company, and that it would be difficult to employ any individual or individuals to replace Employee in the performance of such duties and services. Therefore, in consideration of this Agreement and of the Merger Agreement and his receipt of BESC capital stock as recited above, Employee agrees that during his employment by the term hereof Company, and for a period expiring two years of one (1) year after termination of this Agreement for any reason, including expiration of the termination or expiration term of this Agreement, Employee will not shall not, directly or indirectly (i) operateindirectly, develop as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, or own in any interest other than capacity whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect to, or have any connection with, any business engaged in the ownership design or manufacture of less than five percent (5%) products which, either separately or as part of a system, are used or useful for the treatment of cancer by radiation in any geographic area where, at the time of the equity securities termination of a publicly traded companyhis employment, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or any of its subsidiaries and affiliates in the operation was being conducted or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) was proposed to be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityconducted; provided, however, that this provision shall Employee may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an amount not apply if Employee's employment hereunder is terminated without cause prior to exceed at any one time two percent (2%) of any class of stock or securities of such corporation. (b) Employee acknowledges that the expiration Company intends to conduct business on a world-wide basis, that its sales and marketing prospects are for continued expansion into world markets and that, therefore, the territorial and time limitations set forth in Section 3.2(a) are reasonable and properly required for the adequate protection of the Agreement. 4.2 If a judicial determination is made that any business of the provisions of this Section 4 constitutes an unreasonable Company and its affiliates. In the event any such territorial or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions time limitation is deemed to be unreasonable or otherwise unenforceable. In this regardby a court of competent jurisdiction, Employee agrees to the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion reduction of the territory territorial or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 time limitation to the remaining portion of the territory area or the remaining business activities not so severed by period which such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectcourt deems reasonable.

Covenant Not to Compete. 4.1 Employee Executive hereby covenants and agrees with the Company that during the term hereof and that, for a period expiring two years after of eighteen (18) months next following the termination Determination Date (or expiration of this Agreementsuch shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Employee will Executive shall not directly be engaged or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, interested in any business which has significant competes, directly or indirectly, with the publication, membership or retail businesses of the Company or any subsidiary of the Company (viewed whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in relation the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the business of Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) activities relating unless the Executive shall have been paid severance pursuant to the ownership, management section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or operation ofother entity who or which is, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete reasonably may be expected to be, in competition with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier confidential information or employee trade secrets of the Company, any subsidiary of the Company or its subsidiaries or any of their respective affiliates; or (v) solicit , the contents of any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) customer lists of the Company, or its subsidiaries or affiliates, to leave their employment with any subsidiary of the Company or its subsidiaries any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, or hire any such employee to work in any capacity; provided, however, that this provision the foregoing shall not apply if Employee's employment hereunder is terminated without cause prior prevent Executive from responding to the expiration request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one (1) year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Agreement. 4.2 If a judicial determination is made that Company or such subsidiary (or any person who was an employee of the provisions of this Section 4 constitutes an unreasonable Company or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion subsidiary within one hundred eighty (180) days of the territory or prohibited business activity from the coverage Determination Date) on his own behalf, on behalf of this Section 4 and to apply the provisions of this Section 4 to the remaining portion any employer of the territory or Executive, on behalf of any entity with which the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages Executive is acting as a result of the breach of such provision by Employee. The time period during consultant or with which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectExecutive is then otherwise affiliated.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) For the period beginning on the Closing Date and agrees with ending on the Company that during third (3rd) anniversary of the term hereof Closing Date and for a period expiring two years after anywhere where the termination or expiration Sellers and/or their Affiliates have made sales in respect of the Business in the 12 months prior to the date of this Agreement, Employee will Mallinckrodt UK shall not, and shall cause its Affiliates not to, directly or indirectly indirectly, on their own behalf or on behalf of any other person, own any interest in, manage, control, participate in (whether as an owner, operator, manager, consultant, agent, representative or otherwise), render services to or otherwise engage in any activities that are directly competitive with the Business (as conducted by the Sellers and their Affiliates on and as of the date hereof and as of the Closing) (“Competitive Activities”). Notwithstanding the foregoing, each Buyer hereby agrees that the covenant set forth in the immediately preceding sentence shall not be deemed to prohibit any of the following: (i) operateMallinckrodt UK or its Affiliates providing services to any Buyer or its Affiliates under or participating in any other arrangement contemplated by the Transition Services Agreement or any other Ancillary Agreement, develop (ii) the ownership or acquisition by Mallinckrodt UK or any of its Affiliates of any firm, person or entity which engages, directly or indirectly, in Competitive Activities if such Competitive Activities account for less than fifteen percent (15%) of such person’s consolidated annual revenues in any given calendar year (provided that, in no event shall Mallinckrodt UK or any of its Affiliates own or acquire any interest in the persons set forth on Schedule 6.7(a); provided further that, subject to compliance with the other provisions of this Section 6.7(a), the foregoing restriction shall not prohibit Mallinckrodt UK or any of its Affiliates from owning or acquiring any direct or indirect parent company or Affiliate of any person or business set forth on Schedule 6.7(a) if (and only if) such parent company or Affiliate owns and operates material revenue-generating businesses in addition to a nuclear imaging business), (iii) Mallinckrodt UK or its Affiliates engaging in any business (other than the ownership Business), whether or not any one or more products or services associated with such business activities might be deemed to be competitive in some manner with the Competitive Activities, (iv) manufacturing and supplying to third parties raw materials, active pharmaceutical ingredients or intermediate compounds (but not finished products ready for distribution and sale and intended for use in connection with the diagnostic imaging of less than five percent human ailments) whether or not any of the foregoing are used by such third party in connection with Competitive Activities and (5%v) the acquisition by Mallinckrodt UK or its Affiliates of rights to any product (whether by purchase, license or otherwise) that may be used for Competitive Activities, as long as either such product is not so employed or is a product that falls within the exception set forth in clause (ii) of this sentence as if any such product was an acquired entity or person for purposes of such clause (ii). In the event that Mallinckrodt UK or any of its Affiliates acquires (A) any firm, person, product or entity which is engaged in Competitive Activities in excess of the threshold permitted by clause (ii) of the equity securities of a publicly traded company, in any business which has significant immediately preceding sentence or by clause (viewed in relation to the business v) of the Company) activities relating to immediately preceding sentence if a product is involved that falls within the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); exception set forth in clause (ii) compete with of the Company immediately preceding sentence or its subsidiaries and affiliates in the operation (B) any direct or development indirect parent company or Affiliate of any HVAC Business within fifty person set forth on Schedule 6.7(a) (50) miles regardless of any HVAC Business owned by the Company; (iii) be employed by whether or consult with any business which owns, manages not such parent company or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee affiliate is engaged in Competitive Activities in excess of the Companythreshold in clause (ii)), the acquisition and ownership of such a firm, person, product or entity shall not violate this Section 6.7 so long as Mallinckrodt UK and/or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, Affiliates use their best efforts to leave their employment with the Company or its subsidiaries or affiliates, or hire divest any such employee product or portion of that firm, person or entity that is involved in such Competitive Activities within eighteen (18) months after such acquisition. (b) If Mallinckrodt UK experiences a Change of Control and the third party involved in such Change of Control or any of its Affiliates immediately prior to work such Change of Control (collectively, the “Mallinckrodt UK Acquirer”) is engaging in Competitive Activities (each, a “Mallinckrodt UK Acquirer Competitive Activity”), then notwithstanding Section 6.7(a), the Mallinckrodt UK Acquirer (but not Mallinckrodt UK or any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause of its Affiliates immediately prior to the expiration Change of Control, except to the Agreementextent Mallinckrodt UK or any of its Affiliates is then engaging in any such Mallinckrodt UK Acquirer Competitive Activity in a manner that complies with Section 6.7(a)) may continue to engage in any such Mallinckrodt UK Acquirer Competitive Activity. 4.2 (c) Without limiting the remedies available, the Parties agree that damages at law would be an insufficient remedy in the event of breach of this Section 6.7 by Mallinckrodt UK or its Affiliates and that the Buyers shall be entitled to seek injunctive relief or other equitable remedies in the event of any such breach or threatened breach. (d) If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise 6.7 are held to be unenforceable restriction against Employeein any jurisdiction, then, as to such jurisdiction, such provision shall be ineffective to the extent of its unenforceability in such jurisdiction, without affecting the remaining provisions of this Section 4 shall be rendered void only to 6.7 in such jurisdiction, or affecting in any other jurisdiction the extent that validity or enforceability of such judicial determination finds such provisions to be unreasonable provision or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect6.7.

Covenant Not to Compete. 4.1 Employee hereby covenants and Seller agrees with that for the Company that during period of five (5) years immediately following the term hereof and for Closing, Seller shall not, directly or indirectly: (a) alone or as a period expiring two years after the termination partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, or expiration security holder, of this Agreementany Person, Employee will not engage in any business activity which is directly or indirectly (i) operatein competition with the Business; provided, develop or own any interest other than however, that the beneficial ownership of less than five percent (5%) of the any class of securities of any entity having a class of equity securities of actively traded on a publicly traded companynational securities exchange or the Nasdaq Stock Market shall not be deemed, in and of itself, to violate the prohibitions of this Section; (b) induce any customer acquired hereunder or any other customer of Purchaser or any of its Affiliates to patronize any business which has significant (viewed is directly or indirectly in relation to competition with the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company canvass, solicit or its subsidiaries and affiliates in the operation accept for or development on behalf of any HVAC Business within fifty (50) miles such competitive business any customer of Purchaser or any HVAC Business owned by the Companyof its Affiliates; or (iii) be request or advise any customer of Purchaser or any of its Affiliates to withdraw, curtail or cancel any such customer's business with Purchaser or any of its Affiliates or their successors; (c) employ any person who was employed by Purchaser or consult with any business which ownsof its Affiliates, manages within one year prior to the date being employed by Seller or operates an HVAC Business within fifty any of its Affiliates, or in any manner seek to induce any employee of Purchaser or any of its Affiliates to leave his or her employment; (50d) miles in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights, or records acquired by Purchaser hereunder, including, but not limited to, any HVAC Business owned customer lists. Seller agrees and acknowledges that the restrictions contained in this Section are reasonable in scope and duration, and are necessary to protect Purchaser. If any provision of this Section is adjudged by a court of competent jurisdiction to be invalid or unenforceable, the Company; (iv) interfere withsame will in no way affect the validity or enforceability of the remainder of this Agreement. If any such provision, solicitor any part thereof, disrupt or attempt is held to disrupt any pastbe unenforceable because of the duration of such provision, present or prospective relationship, contractual the area covered thereby or otherwise, between then the Companyparties agree that the court making such determination shall have the power to reduce the duration, area or its subsidiaries scope of such provision, and/or to delete specific words or affiliatesphrases, and in its reduced or modified form, such provision shall then be enforceable and shall be enforced. Seller further agrees and acknowledge that any customerbreach of this Section will cause irreparable injury to Purchaser and upon any breach or threatened breach of any provision of this Section, clientPurchaser shall be entitled to injunctive relief, supplier specific performance or employee other equitable relief, without the necessity of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityposting bond; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that in no way limit any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages other remedies which Purchaser may have as a result of such breach, including the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as right to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectseek monetary damages.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the As a material term hereof and for a period expiring two years after the termination or expiration of this AgreementAgreement and to protect the goodwill, Employee will not directly or indirectly (i) operatethe Confidential Information, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to and/or the business of the Company, Employee agrees that during the “Covenant Period” (as defined below), Employee shall not, in any geographic area in which the Company conducts business at any time during the duration of Employee’s employment, directly or indirectly, either individually or on behalf of or with any person or entity: (i) activities relating to compete with or against Company or engage in any aspect of the ownershipindustry in which the Company operates or otherwise in competition with Company (ii) directly or indirectly own, manage, operate, control, be employed by, or provide management or operation ofconsulting services to any person or entity (other than Company or any affiliate of Company) that competes with, or consultation regarding an HVAC service and replacement company is a competitor of the Company (an "HVAC Business"the “Competing Entity”); (iiiii) compete discuss the possibility of employment or other relationship with any Competing Entity; (iv) render or provide any services to or for any Competing Entity; or (v) discuss or otherwise deal with any customer, client or vendor with the Company regarding the extent or its subsidiaries and affiliates in nature of the operation present or development future business of any HVAC Business client or vendor with Company. Without limiting the foregoing, Employee shall not during the Covenant Period recruit or attempt to recruit any person in, or within fifty (50) miles mile radius of any HVAC Business owned territory in which the Company conducts business or recruits sales or marketing personnel, (collectively, the Recruiting Territory”) to install, market and/or sell any products or services that competes with products or services marketing or sold by the Company; (iii) be employed by . For purposes of this Agreement, “Covenant Period” means the period beginning on the earlier of the date of Employee’s acceptance of an offer of employment or consult association with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, the date of this Agreement and any customer, client, supplier or employee continuing for two (2 years after the later of (A) the date of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) termination of the Company, Employee’s employment or its subsidiaries or affiliates, to leave their employment association with the Company whether Employee retires, resigns, quits, is fired or its subsidiaries or affiliatesdischarged , or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's otherwise ceases employment hereunder is terminated without cause prior to or association with Company or (B) the expiration of the Agreement. 4.2 If a judicial determination is made that latest date on which Employee Breaches any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectAgreement.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees In order to ensure that Purchaser will realize the benefits of the transactions contemplated hereby, Sellers agree with the Company Purchaser that during the term hereof and Sellers will not, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, trustee, custodian, fiduciary, lender, or security holder of any company, business, or entity, or otherwise: (a) for a period expiring two of three (3) years after following the termination Closing Date, engage in, or expiration finance or provide financial assistance with respect to, any business activity currently conducted by Seller or Purchaser, or conducted by either of this Agreementthem in the preceding three (3) years, Employee will not directly or indirectly (i) operateincluding, develop or own any interest other than without limitation, the Business, in the Restricted Territory except on behalf of Purchaser; provided, however, that, the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities of actively traded on a publicly traded companynational securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this section; (b) for a period of three (3) years following the Closing Date, directly or indirectly: (i) induce any Person which is a customer of Purchaser, its subsidiaries and their respective Affiliates, successors, or assigns (collectively, the "Purchaser Companies") to patronize any business which has significant (viewed directly or indirectly in relation to competition with the business of Business conducted by the Company) activities relating to Purchaser Companies in the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")Restricted Territory; (ii) compete with canvass, solicit, or accept from any Person which is a customer of the Company or its subsidiaries and affiliates Purchaser Companies in the operation Restricted Territory, any such competitive business; or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be request or advise any Person which has a business relationship with the Purchaser Companies in the Restricted Territory to withdraw, curtail, or cancel any such Person's business with such entity; (c) for a period of three (3) years following the Closing Date, directly or indirectly employ, or solicit the employment of, any person who was employed by Seller or consult with the Purchaser Companies at or within the prior six (6) months, or in any business which ownsmanner seek to induce any such person to leave his or her employment; and (d) at any time following the Closing Date, manages directly or operates an HVAC Business within fifty (50) miles indirectly, in any way utilize, disclose, copy, reproduce, or retain in its or their possession Seller's proprietary rights or records, including, but not limited to, any of its customer lists. Notwithstanding the foregoing, Seller may retain copies of all of its financial statements for tax reporting purposes. Each of the Sellers agrees and acknowledges that the restrictions contained in this section are reasonable in scope and duration and are necessary to protect the Purchaser Companies after the Closing. The parties agree and acknowledge that any breach of this section will cause irreparable damage to the Purchaser Companies and upon breach of any HVAC Business owned by provision of this section, the Company; (iv) interfere withPurchaser Companies shall be entitled to injunctive relief, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Companyspecific performance, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityother equitable relief; provided, however, that that, this provision shall not apply if Employee's employment hereunder is terminated in no way limit any other remedies which the Purchaser Companies may have (including, without cause prior limitation, the right to the expiration seek monetary damages). Purchaser and each of the Agreement. 4.2 If a judicial determination is made Sellers hereby agrees that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against EmployeePurchaser may assign, without limitation, the provisions of this Section 4 shall be rendered void only foregoing restrictive covenants to the extent that such judicial determination finds such provisions any successor to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectPurchaser's business.

Covenant Not to Compete. 4.1 Employee hereby 18.1 To further protect the El Pollo Loco System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a “Competitive Business” (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, in its sole discretion, consent to the Developer’s continued operation of any business already in existence and operating at the time of execution of this Agreement. In addition, Developer covenants and agrees with that, except as otherwise approved in writing by the Company that during the term hereof and Franchisor, Developer shall not, for a continuous, uninterrupted period expiring two years after commencing upon the expiration, termination or expiration assignment of this Agreement, Employee will not regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly (i) indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, develop control or own have any financial interest other than in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco Restaurant by Developer pursuant to a franchise agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the equity securities issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 18.1, a publicly traded company, in any Competitive Business shall mean a restaurant or fast-food business which has significant sells chicken or Mexican food products, which products individually or collectively represent more than twenty-five percent (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers25%) of the Companyrevenues from such restaurant or fast-food business operated at any one location during any calendar quarter. 18.2 In the event that any provision of Section 18.1 shall be determined by a court of competent jurisdiction to be invalid or unenforceable, or its subsidiaries or affiliatesthis Agreement shall not be void, to leave their employment with the Company or its subsidiaries or affiliates, or hire any but such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only limited to the extent that such judicial determination finds such provisions necessary to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 make it valid and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with To more effectively protect the Company that during value of the term hereof and Purchased Assets, for a period expiring two years after the termination or expiration Closing Date (the “Restricted Period”), Sellers and Owner shall not, without the prior consent of this AgreementBuyer, Employee will not directly or indirectly (i) operatewhether as an owner, develop principal, employee, agent, consultant, independent contractor, partner or own otherwise), anywhere in the State of Arizona, State of Texas or any interest other than State in which Buyer has a facility, at which medical practitioners treat patients with venous diseases and provide certain other vascular and interventional radiology services on or prior to the ownership of less than five percent (5%) first anniversary of the equity securities of a publicly traded company, Closing (the “Restricted Territory”):engage in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete competition with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityBusiness; provided, however, that this provision shall not apply Sellers and Owner, may own, solely as an investment, securities in any entity that is in competition with the Business if Employee's (i) Sellers or Owner, as applicable, do not, directly or indirectly, beneficially own more than 2% in the aggregate of such class of securities, (ii) such class of securities is publicly traded, and (iii) Sellers or Owner, as applicable, has no active participation in the business of such entity that is in competition with the Business; (a) excluding those Transferred Employees listed on Schedule 4.6, solicit business of the same or similar type being carried on by the Buyer in the operation of the Business from any person or entity known by Sellers or the Owner to be a customer of the Business as operated by Buyer; (b) request any past, present or future customer or supplier of Sellers or Buyer to curtail or cancel its business with the Business as operated by Buyer; (c) excluding the Transferred Employees listed on Schedule 4.6, without Buyer’s consent, solicit, employ or otherwise engage as an employee or independent contractor any person who is an employee or independent contractor of the Business as operated by Buyer, unless such person’s employment hereunder is or engagement with the Business (i) was terminated without cause by Buyer, or (ii) ended more than 12 months prior to the expiration date of solicitation, employment or engagement; (d) induce or attempt to induce any employee or independent contractor of the Business as operated by Buyer to terminate their employment or engagement with the Business; provided, however, that it shall not constitute a breach of the foregoing if any person or entity which employs or otherwise engages Owner solicits and/or hires an employee or former employee of the Business through a general solicitation not directed at such employee or former employee, and further provided the Owner does not have hiring authority or influence over hiring for the applicable position; or (e) unless otherwise required by law, subject to the confidentiality provisions of this Agreement. 4.2 If , disclose to any person or entity details of the organization or business affairs of the Business, any names of past or present customers of the Business, any Trade Secrets, or any other non-public information concerning the Business or its affairs; notwithstanding the foregoing, the Sellers may publically disclose information related to or arising from the filing, prosecution, and enforcement of intellectual property rights pertaining to the Excluded Assets. Notwithstanding anything to the contrary above in this Section 4.6, this Section 4.6 shall not: (i) restrict Owner from providing medical services as a judicial determination is made that physician in private medical practice to any of the provisions past, present or future patients or customers of the Business, provided Owner does not use any marketing or advertising directed at such past, present or future patients, (ii) this Section 4 constitutes an unreasonable 4.6 shall not restrict Owner and his Affiliates from leasing any real property, including real property no longer leased by Buyer and its Affiliates, to any third party, including any third party that may be competitive with the Business; (iii) restrict Owner from engaging in discussions or negotiations related to business activities that, if executed or performed, might otherwise unenforceable restriction against Employee, the provisions of be prohibited by this Section 4 shall be rendered void only to 4.6; or (iv) restrict Owner from engaging in any activities set forth on Schedule 4.6, so long as such activities do not interfere with the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceableobligations of Owner under the Physician Employment & Medical Director Agreement. In this regard, the parties hereto hereby Sellers and Owner agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions covenants set forth in this Section 4 shall apply 4.6 are drafted to and are intended to comply with and be enforceable under Texas Business & Commerce Code Section 15.50(a) and other applicable laws and regulations. The Parties acknowledge that if the scope of the covenants in this Section 4.6 is deemed to be too broad in any court proceeding, the court may reduce the scope as deemed reasonable under the circumstances. Sellers and Owner also agree that in the event that the covenants are reformed and Sellers and/or the Owner has breached the reformed covenants, Buyer may be entitled to recover attorneys’ fees and costs in enforcing the covenants in the same manner and to the same extent as if they had been enforced as written against the breaching Party. The Parties acknowledge that Buyer may not have any adequate remedy at law for the breach or threatened breach by Sellers or Owner of this Section 4.6 and, accordingly, Buyer may, in addition to remedies that may be available under this Agreement, file suit in equity to enjoin Sellers or Owner from that breach or threatened breach, and Sellers and Owner consent to the issuance of injunctive relief. Sellers and Owner agree that Buyer’s performance under this Agreement constitutes sufficient consideration for the covenant not to compete in this Section 4.6. Notwithstanding anything to the contrary contained herein, Buyer and NHC agree that Owner shall be tolled released from any and suspended as all restrictions under this Section 4.6 if the Physician Employment & Medical Director Agreement is terminated (i) for cause by Owner; or (ii) without cause by Nobilis Health Network, Inc. or other employer to Employee for a period equal to which the aggregate quantity of time during which Employee violates such prohibitions in any respectPhysician Employment & Medical Director Agreement is assigned.

Covenant Not to Compete. 4.1 Employee hereby a. The Consultant expressly covenants and agrees that for a period of two (2) years after the termination of this Consulting Services Agreement with the Company Company, within the United States, the Consultant will not engage in any business or perform any service, directly or indirectly, in competition with the business of the Company, or have any interest, whether as proprietor, partner, member, manager, employee, stockholder, principal, agent, consultant, director, officer, or in any other capacity or manner whatsoever, in any enterprise that is, directly or indirectly, in competition with the business of the Company. b. In the furtherance of the foregoing and not in limitation thereof, the Consultant agrees that during the term hereof and for a period expiring of two (2) years after the termination or expiration of this AgreementConsulting Services Agreement with the Company, Employee will not the Consultant shall not, directly or indirectly indirectly, solicit or service in any way, on behalf of himself or on behalf of or in conjunction with others, any client or customer, or prospective client or customer who has been solicited or serviced by the Company within one (i1) operate, develop or own any interest other than year prior to the ownership termination of less than five percent (5%) this Consulting Services Agreement. c. In furtherance of the equity securities foregoing and not in limitation thereof, the Consultant agrees that for a period of a publicly traded company, in any business which has significant two (viewed in relation to 2) years after the business termination of this Consulting Services Agreement with the Company) activities relating to , the ownershipConsultant shall not, management directly or operation ofindirectly, for himself or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete any enterprise engaged in competition with the Company, solicit for employment or employ any employee or independent contractor who is then employed or retained by the Company or its subsidiaries and affiliates who has been employed or retained by the Company within one (1) year prior to the termination of this Consulting Services Agreement. d. The covenants on the part of the Consultant contained in the operation or development this Section 8 shall be construed as an agreement independent of any HVAC Business within fifty (50) miles of any HVAC Business owned by other provision in this Agreement. Notwithstanding anything to the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; providedcontrary contained herein, however, if Company defaults on its obligations under that this provision shall not apply if Employee's employment hereunder is terminated without cause prior Promissory Note from Company to Jadian Enterprises, Inc., or Security Agreement between Company and Jadian Enterprises, Inc., both of even date herewith, and such default remains for a period of thirty (30) days following the expiration date on which Company receives written notice of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employeesuch default from Jadian Enterprises, Inc., the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth restrictions contained in this Section 4 8 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectautomatically terminate.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for For a period expiring two of five (5) years from and after the termination or expiration of this AgreementClosing Date, Employee the Seller will not not, directly or indirectly and in any capacity of any nature whatsoever, engage in the business of designing, manufacturing or selling atomic force microscopes, scanning probe microscopes, stylus profilers or fast 3D optical microscopes used to provide surface measurements in (ia) operateresearch or (b) offline or quality assurance (QA) production environments, develop or in any geographic area in which the Company conducts that business as of the Closing Date; provided, however, that the Seller may own any interest other than the ownership of less than five percent (5%) of the equity securities outstanding stock of a publicly traded company, any company and shall not be deemed to engage solely by reason thereof in any business which has significant of its businesses; provided, further, that this section shall not prevent the Seller from designing, manufacturing, using or selling in-situ metrology equipment for use in process equipment systems or incorporating third-party metrology equipment into Seller’s process equipment systems. In addition, (viewed A) for a period of two (2) years from and after the Closing Date, the Seller will not, directly or indirectly and in relation to the business any capacity of the Company) activities relating to the ownershipany nature whatsoever, management solicit for employment, consulting or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with other similar relationship any then current employees of the Company or its subsidiaries any Non-Company Employees hired by Buyer, or any persons who were employees of the Company at any time within the immediately preceding six (6) months, and affiliates (B) for a period of one (1) year from and after the Closing Date, the Seller will not, directly or indirectly and in the operation or development any capacity of any HVAC Business within fifty (50) miles of nature whatsoever, hire as an employee, consultant or in a similar capacity any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or then current employee of the CompanyCompany or any Non-Company Employees hired by Buyer, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) persons who were employees of the Company, or its subsidiaries or affiliates, to leave their employment with Company at any time within the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityimmediately preceding six (6) months; provided, however, that this provision shall the Seller and its Affiliates may at any time make offers to and hire any employee or consultant who is not apply if Employee's employment hereunder selected by the Buyer to continue to provide services to the Company or an Affiliate of the Company following the Closing or who is terminated without cause prior to by the expiration of the Agreement. 4.2 If a judicial determination is made that Buyer or any of its Affiliates (including the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against EmployeeCompany following the Closing). Furthermore, nothing in the provisions of this Section 4 immediately preceding sentence shall be rendered void only construed to prevent the extent that Seller from hiring such judicial determination finds such provisions to be unreasonable employees or otherwise unenforceable. In this regardconsultants resulting from advertising of open positions, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory participating in job fairs or the remaining business activities not so severed by such judicial authority. Moreoverlike, notwithstanding the fact that any provisions or other forms of this Section 4 soliciting candidates for employment or consulting services which are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth general in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectnature.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with The Consultant recognizes that the Company has business goodwill and other legitimate business interests which must be protected in connection with and in addition to the Information (as defined hereinafter), and therefore, in exchange for access to the Information, the specialized training and instruction which the Company will provide, the Company's agreement to retain the Consultant on the terms and conditions set forth herein, the Company's agreement to execute and consummate the Purchase Agreement, and the promotion and advertisement by the Company of Consultant's skill, ability and value in the Company's business, subject to the provisions of the next full paragraph of this Section 8, the Consultant agrees that during in the term hereof and event (i) Consultant is terminated for Cause, or (ii) Consultant leaves the employ of the Company other than a period expiring two years after Discharge without Cause prior to expiration of the termination Term of the Agreement, or (iii) upon the expiration of the Term of this Agreement, Employee will not directly or indirectly then for a period of the latest date of (i) operate, develop or own any interest other than the ownership of less than five percent (5%) years after the date of this Agreement, or (ii) three (3) years after the equity securities of date his service as a publicly traded company, consultant is so terminated: (a) Consultant will not in any capacity or relationship enter into, engage in, or be connected with any business or business operation or activity within the following Counties: Washington, Dakota, Xxxxxx, Hennepin, Ramsey, Anoka and Xxxxxx, which has significant (viewed competes in relation to whole or in part with the business Business of the Company; and (b) activities relating to the ownership, management Consultant will not call upon any customer whose account is serviced in whole or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with in part by the Company or its subsidiaries and affiliates in Affiliates at the operation time of the termination of Consultant as a consultant hereunder, with the purpose of selling or development of attempting to sell to any HVAC Business such customer any services included within fifty (50) miles of any HVAC Business owned that offered by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, Company or its subsidiaries Affiliates; and (c) Consultant will not intentionally divert, solicit or affiliates, and take away any customer, client, supplier or employee of the CompanyCompany or its Affiliates, or the patronage of any customer or supplier of the Company or its subsidiaries Affiliates, or affiliates; otherwise interfere with or disturb the relationship existing between the Company or its Affiliates and any of their respective customers, suppliers or employees, directly or indirectly. In addition, the foregoing restrictive covenants shall also apply to the Consultant in the event of a Discharge without Cause but only for a period of one (v1) solicit any pastyear. In the event the Company ceases operation of the Business of the Company other than in a merger, present consolidation, sale of assets or prospective management employee (including all corporate officers and managerssimilar transaction, all regional managers and all general managers) or upon the filing of a bankruptcy or receivership proceeding against the Company, or its subsidiaries or affiliates, to leave their employment with upon the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to appointment of a liquidator for the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against EmployeeCompany, the provisions of this Section 4 8 shall not be rendered void only applicable to the conduct of Consultant subsequent thereto. It is mutually understood and agreed that if any of the provisions relating to the scope, time or territory in this Section 8 are more extensive than is enforceable under applicable laws or are broader than necessary to protect the good will and legitimate business interests of the Company, then the Parties agree that they will reduce the degree and extent that such judicial determination finds of such provisions by whatever minimal amount is necessary to be unreasonable or otherwise unenforceablebring such provisions within the ambit of enforceability under applicable law. In The Parties acknowledge that the remedies at law for breach of Consultant's covenants contained in this regardSection 8 are inadequate, the parties hereto hereby and they agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled entitled, at its election, to recover monetary damages as a result injunctive relief (without the necessity of the posting bond against such breach or attempted breach), and to specific performance of such provision by Employee. The time period during which the prohibitions set forth covenants in this Section 4 shall apply shall addition to any other remedies at law or equity that may be tolled and suspended as to Employee for a period equal available to the aggregate quantity of time during which Employee violates such prohibitions in any respectCompany.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for For a period expiring two of three years from and after the termination or expiration Closing (the “Noncompetition Period”), neither of this Agreement, Employee the Seller nor the Stockholders will not engage directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business that is competitive with the Business in any geographic area in which has significant (viewed the Business is conducted or in relation which the Buyer plans to conduct the business Business as of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityClosing Date; provided, however, that no owner of less than 1% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any of its businesses. During the Noncompetition Period, neither the Seller nor the Stockholders shall induce or attempt to induce any customer, or supplier of the Buyer or any affiliate of the Buyer to terminate its relationship with the Buyer or any affiliate of the Buyer or to enter into any business relationship to provide or purchase the same or substantially the same services as are provided to or purchased from the Business which might harm the Buyer or any affiliate of the Buyer. During the Noncompetition Period, neither the Seller nor the Stockholders shall, on behalf of any entity other than the Buyer or an affiliate of the Buyer, hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the preceding twelve (12) months, an employee or officer of the Buyer or an affiliate of the Buyer. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4.3 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall not apply if Employee's employment hereunder is terminated without cause prior to be enforceable as so modified after the expiration of the time within which the judgment may be appealed. Notwithstanding the foregoing, neither the Seller nor the Stockholders shall be required to comply with this Section 4.3 at any time that the Buyer is in material breach of this Agreement. 4.2 If a judicial determination is made that , the Buyer Note or any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, other Transaction Documents; provided that the provisions of this Section 4 shall be rendered void only to Seller and the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, Stockholders provide the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach Buyer with written notice of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled material breach and suspended as a thirty (30) day opportunity to Employee for a period equal to the aggregate quantity of time during which Employee violates cure such prohibitions in any respectmaterial breach.

Covenant Not to Compete. 4.1 The Employee hereby covenants and agrees acknowledges that during ----------------------- his employment with the Company he, at the expense of the Company, has been and will be specially trained in the business of the Company, has established and will continue to establish favorable relations with the customers, clients, accounts and lenders of the Company or any subsidiary, parent or affiliate of the Company and will have access to Inventions, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company. Therefore, in consideration of such training and relations, his employment with the Company, and to further protect the Inventions, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company, the Employee agrees that during the term hereof and for a period expiring two years after commencing on the termination or expiration date hereof and ending on the later of this Agreement, Employee will not directly or indirectly (i) one year from and after the date of the voluntary or involuntary termination of the Employee's employment by the Company for any reason or no reason (including, without limitation, a termination due to the fulfillment of the term of this Agreement pursuant to Section 11(a) hereof), provided, however, that in the event that the date of the voluntary or involuntary termination of the Employee's employment by the Company for any or no reason occurs on or after the second anniversary of the date hereof, the Company shall have the option to extend such one year period of time by an additional one year period by electing to continue to pay the Employee's salary at the time of termination, payable bi- monthly in arrears, for the period of one year following the date of the voluntary or involuntary termination of the Employee's employment by the Company for any or no reason, (ii) the third anniversary of the date hereof, and (iii) in the event the Company makes any payments under Section 11(e) hereof, the later of (x) the fifth anniversary of the date hereof, and (y) one year from and after the date of the termination of the Employee's employment by the Company, he will not, directly or indirectly, without the express written consent of the Company, except when and as requested to do in and about the performing of his duties under this Agreement: (a) own, manage, operate, develop control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, member, principal, employee, agent, representative, consultant or independent contractor of, or in any way assist any individual or entity in the conduct of any business that is engaged or may become engaged in any business competitive to any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company, including, but not limited to, any business that trades, markets or distributes propane gas (at retail, wholesale or otherwise) or sells, services and installs parts, appliances or supplies related thereto; (b) divert or attempt to divert clients or customers (whether or not such persons have done business with the Company or any subsidiary, parent or affiliate of the Company once or more than once) or accounts of the Company or any subsidiary, parent or affiliate of the Company; or (c) entice or induce or in any manner influence any person who is or shall be in the employ or service of the Company or any subsidiary, parent or affiliate of the Company to leave such employ or service for the purpose of engaging in a business which may be in competition with any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company. Notwithstanding the foregoing provisions, the Employee may own any interest other than the ownership of less not more than five percent (5%) of the outstanding equity securities of a publicly traded company, in any business which has significant corporation or entity (viewed including, but not limited to, units in relation to the business of the Companya master limited partnership) activities relating to the ownership, management that is listed upon a national stock exchange or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates actively traded in the operation over- the-counter market. Notwithstanding the foregoing provisions, the Employee shall not, directly or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by indirectly, without the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee express written consent of the Company, or its subsidiaries or affiliates; except when and as requested to do in and about the performing of his duties under this Agreement, engage in any actions under subsections (a), (b) or (vc) solicit above, at any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with time the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior making payments to the expiration of the Employee pursuant to this Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) In consideration of and agrees with as an inducement to the Company that during Buyer to enter into this Agreement and to consummate the term hereof and transactions contemplated hereby, for a period expiring two of five (5) years from and after the termination or expiration of this AgreementClosing Date, Employee Seller Parent agrees that it will not, and will cause its Affiliates not to, engage, directly or indirectly (i) indirectly, own, manage, operate, develop join, control, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, participate in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management management, operation or operation control of, or consultation regarding an HVAC render services to, whether as a partner, stockholder, member, principal, agent, consultant, employee, or independent contractor, any business whether in corporate, proprietorship or partnership form or otherwise with respect to any product or service and replacement company (an "HVAC Business"); (ii) compete that is the same as or competitive with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which ownsa “Competitive Business”), manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityon a worldwide basis; provided, however, that this provision ownership of less than 5% of the outstanding stock of any publicly traded Person shall not apply if Employee's employment hereunder is terminated without cause be deemed to be a violation of this provision. (b) For a period of five years after the Closing Date, Sellers and their respective Affiliates shall not use the Retained Xxxx or any trademark or service xxxx confusingly similar to the Retained Xxxx to engage, directly or indirectly, in a Competitive Business, including the sales of products, services or other commercial activity, or license the Retained Xxxx to third parties for use in connection with a Competitive Business. Sellers further warrant as of the Closing Date there are no licenses of the Retained Xxxx to third parties for use in a Competitive Business. (c) Regardless of any provision of Section 5.9 (a) or (b) to the contrary, nothing in this Section shall prohibit, restrict or otherwise limit Seller or any of its Affiliates from (i) reselling the products set forth on Exhibit A to the Supply Agreement and the functional substitutes for such products (the “Permitted Products”), whether manufactured by Buyer or its Affiliates or by third parties, so long as such products are incorporated into and resold only as part of a Permitted Integrated System (as defined below) that was not offered for sale by any FS Tech Entity prior to the expiration Closing Date; (ii) providing support and repair services for Permitted Integrated Systems that include, as part of such Permitted Integrated Systems, the Permitted Products; or (iii) using the Retained Xxxx in furtherance of the Agreement. 4.2 If purposes of subsections (i) and (ii) hereof. A “Permitted Integrated System” shall mean either (1) a judicial determination is made system or solution offered by Federal Signal’s Safety and Security Systems Group (x) that utilizes mobile cameras together with any of the provisions following: light bars (including mobile emergency and amber light products), communication systems, wireless broadband data networks, wireless transit systems or LTE public safety systems, or (y) that utilizes fixed cameras, provided that in the case of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee(y), the provisions Permitted Products integrated into the system or solution comprise less than 66% of this Section 4 shall be rendered void only to the extent value of such system or solution; or (2) a system or solution offered by Federal Signal’s Environmental Solutions Group that utilizes ALPR hardware and related software as optional equipment on new vehicles, provided that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 ALPR hardware and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 software are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth used only in this Section 4 shall apply shall be tolled automatic vehicle detection and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectidentification applications.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for For a period expiring of two (2) years from and after the expiration or earlier termination or expiration of this Agreement, Employee You will not not, for any reason whatsoever, directly or indirectly indirectly, for Yourself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (ia) operateengage, develop as an officer, director, stockholder, owner, partner, joint venturer, or own any interest other than the ownership of less than five percent (5%) of the equity securities of in a publicly traded companymanagerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in any business which has significant (viewed selling any products or services in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete direct competition with the Company current business or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any related business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries any business to which it is reasonably foreseeable that the Company will enter, within 100 miles of where the Company anywhere conducts such business (the "Territory"); (b) call upon any person who is, at that time, within the Territory, an employee of the Company in a managerial capacity for the purpose or affiliateswith the intent of enticing such employee away from or out of the employ of the Company; (c) call upon any person or entity which is, at that time, or which has been, within one (1) year prior to that time, a customer of the Company within the Territory for the purpose of soliciting or selling products or services in competition with the Company within the Territory; or (d) call upon any prospective acquisition candidate, on Your own behalf or on behalf of any competitor, which candidate was either called upon by the Company or for which the Company made an acquisition analysis, for any purpose other than providing products or services of the Company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit You from acquiring as an investment not more than one percent (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers1%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter. You expressly agree that the foregoing covenants impose a reasonable restraint on You in light of the activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company, or its subsidiaries or affiliates, to leave their employment ; but it is also the intent of the Company and You that such covenants be construed and enforced in accordance with the changing activities and business of the Company or its subsidiaries or affiliatesthroughout the term of the covenants. The covenants in this Section 9 are severable and separate, or hire and the unenforceability of any such employee to work in any capacity; provided, however, that this provision specific covenant shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of affect the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectother covenant.

Covenant Not to Compete. 4.1 Employee Executive hereby covenants and agrees with the Company that during the term hereof and that, for a period expiring two years after of eighteen months next following the termination Determination Date (or expiration of this Agreementsuch shorter period for which the Company continues to be owned or operated by the Parent or its affiliates), Employee will Executive shall not directly be engaged or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, interested in any business which has significant competes, directly or indirectly, with the publication or membership businesses of the Company or any subsidiary of the Company (viewed whether as a proprietor, partner with another, shareholder, agent or consultant of, employee of or lender to, another) in relation the recreational vehicle, camping, outdoor living or other markets then served by the Company or such subsidiary, except as a proprietor, partner, shareholder, employee or consultant in or to the business of Company or any entity controlled by, controlling or under common control with the Company, provided that if the employment of Executive is terminated by the Company without Cause, the foregoing covenant shall not apply (without affecting the obligations hereinafter contained in this section 3.1 in respect of disclosures or solicitations by Executive) activities relating unless the Executive shall have been paid severance pursuant to the ownership, management section 1.4 hereof. Executive agrees that he will not at any time disclose to any person or operation ofother entity who or which is, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete reasonably may be expected to be, in competition with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier confidential information or employee trade secrets of the Company, any subsidiary of the Company or its subsidiaries or any of their respective affiliates; or (v) solicit , the contents of any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) customer lists of the Company, or its subsidiaries or affiliates, to leave their employment with any subsidiary of the Company or its subsidiaries any of their respective affiliates or the general needs of the customers or other contracting parties with the Company, any subsidiary of the Company or any of their respective affiliates, or hire any such employee to work in any capacity; provided, however, that this provision the foregoing shall not apply if Employee's employment hereunder is terminated without cause prior prevent Executive from responding to the expiration request of a governmental agency or pursuant to a court order or as otherwise required by law. For a period of one year following the Determination Date, Executive agrees not to offer employment to, not to discuss the nature of any prospective employment opportunities with, and not to otherwise solicit any employee of the Agreement. 4.2 If a judicial determination is made that Company or such subsidiary (or any person who was an employee of the provisions of this Section 4 constitutes an unreasonable Company or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion subsidiary within 180 days of the territory or prohibited business activity from the coverage Determination Date) on his own behalf, on behalf of this Section 4 and to apply the provisions of this Section 4 to the remaining portion any employer of the territory or Executive, on behalf of any entity with which the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages Executive is acting as a result of the breach of such provision by Employee. The time period during consultant or with which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectExecutive is then otherwise affiliated.

Covenant Not to Compete. 4.1 Employee hereby covenants As described above, I acknowledge and agrees with agree that the Company Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers and others, and that I will not use or disclose such Confidential Information except as authorized by the Company. I further agree as follows: (a) I agree that during the term hereof course of my Relationship, and for a period expiring two years after of twelve (12) months immediately following the termination of my Relationship for any reason, whether with or expiration without cause, at the option either of the Company or myself, with or without notice, or twelve (12) months from the date of any court order enforcing all or part of this Agreement, Employee whichever is later, I will not not, either directly or indirectly indirectly, (i) operateact or agree to act as an advisor, develop agent, consultant, director, employee, officer, partner, proprietor or otherwise of, (ii) own or acquire any ownership interest other than the in (except for passive ownership of less than five one percent (51%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the equity securities Securities Exchange Act of a publicly traded company1934, as amended) or (iii) participate in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownershiporganization, financing, operation, management or operation control of, or consultation regarding an HVAC service and replacement company any Competing Business (an "HVAC Business"); as defined below) in the Territory (iiA) compete with as conducted by the Company or its subsidiaries and affiliates in during the operation or development course of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their my employment with the Company or its subsidiaries (B) planned to be conducted by the Company pursuant to a product or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause business plan developed prior to the expiration termination of my employment with the Company. “Territory” shall mean (i) all counties in the State of New York, (ii) all other states of the Agreement. 4.2 If a judicial determination is made that any United States of America, (iii) the European Union, (iv) Asia, and (v) all other countries of the provisions of this Section 4 constitutes an unreasonable world in which the Company is then engaged in business. In particular, “Territory” shall include such geographic areas in which (I) the Company’s products and Relationships are then deployed, (II) the Company then has a customer or (III) the Company then has operations or otherwise unenforceable restriction against Employee, targets sales and marketing activities or conducts or has plans to conduct business during the provisions course of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectmy employment.

Covenant Not to Compete. 4.1 Employee hereby covenants a. In light of the special and agrees unique services that have been and will be furnished to the Company by Xxxxxxx and the Confidential Information that has been and will be disclosed to him during his relationship with the Company Company, Xxxxxxx agrees that during the term hereof Term, and for a period expiring two years after of eighteen (18) months thereafter, he will not, without the termination or expiration written consent of this Agreementthe Company, Employee will not directly or indirectly indirectly, whether as principal, agent, officer, director, consultant, employee, partner, stockholder or owner of or in any capacity with any corporation, partnership, business, firm, individual company or any entity located any where in the world engage in, or assist another to engage in, any work or activity in any way competitive with the Business of the Company (i) operateas hereinafter defined). However, develop or own any interest other than the ownership of less nothing herein shall prevent Xxxxxxx from owning not more than five percent (5%) of the equity securities outstanding publicly traded shares of common stock of a publicly traded companycorporation, as to which corporation Xxxxxxx has no relationship other than as a shareholder. Xxxxxxx specifically agrees that because of his special expertise and the special and unique services that he will be furnishing the Company, and because of the Confidential Information that has been acquired by him or that will be disclosed to him during the Term, the above stated geographic areas and time period, in any business and during which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) he will not compete with the Company, are reasonable in scope and duration and are necessary to afford the Company or its subsidiaries just and affiliates adequate protection against the irreparable damage which would result to the Company from any activities prohibited by this Section. b. If Xxxxxxx in any way breaches the operation or development obligations specified in this Section, the Company shall have the right, in addition to any other remedies available to it, to terminate the further payment of any HVAC Business within fifty (50) miles of amounts due under Section 3 hereof. c. If any HVAC Business owned by provision hereof is found to be unreasonably broad, it shall nevertheless be enforceable to the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by extent reasonably necessary for the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee protection of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers Company and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior carry out to the expiration of fullest extent the parties' mutual intent in entering into this Agreement. 4.2 If a judicial determination , which intent is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employeewill be strictly enforced as agreed to. d. For purposes of this Agreement, the provisions "Business of this Section 4 shall be rendered void only the Company" is the development, manufacturing and marketing of technologies, products and services for the automatic identification and keyless data entry industry, and includes, but is not limited to, products, services, applications, systems and technologies relating to bar coded data, magnetic stripe encoded data, radio frequency communications of bar coded or related data, optical character recognition, machine vision as applied to the extent that such judicial determination finds such provisions to be unreasonable recognition of bar coded data, electronic interchange of bar coded or otherwise unenforceablerelated data, and custom xxxx-relay switching systems. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion The Business of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during also include any business in which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended Company is actually engaged or as to Employee for a period equal to which it is doing research and development during Xxxxxxx'x services with the aggregate quantity of time during which Employee violates such prohibitions in any respectCompany.

Covenant Not to Compete. 4.1 Employee (a) In order to induce Buyer to enter into and consummate the transactions provided for in this Agreement, each Seller hereby covenants and agrees with the Company that during the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent with respect to Xxxx Xxxxxx (5%) settlor of the equity securities of a publicly traded company, in any business which has significant PM Trust) and Xxxxxxx X. Xxxxxx (viewed in relation to the business settlor of the Company) activities relating to PCM Trust), during the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with five year period following the Company or its subsidiaries and affiliates in the operation or development date of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliatesClosing, and any customer, client, supplier or employee with respect to Xxxxxxx Xxxxxx and Xxxx Xxxxxx during the period of two (2) years following the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) date of the Company, or its subsidiaries or affiliates, to leave their respective dates of termination of employment with the Company and/or Buyer, he or its subsidiaries she will not, without the prior written consent of Buyer in each instance, directly or affiliatesindirectly, whether for himself or herself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity, engage in, or hire have any such employee to work interest in any capacitybusiness or other entity that provides products and support for commercial security systems or other products of Company, Parent or any subsidiary of the Parent within the State of Colorado; provided, however, that this provision nothing herein shall prevent Xxxxxxx Xxxxxx and/or Xxxx Xxxxxx from working for PSA Security Network, or (ii) at any time after the Closing knowingly do any act which would impair the value of the business, operations or assets of, or injure the goodwill or reputation of, Buyer, Parent, any subsidiary of the Parent or the Company or divert any of their business or employees unless such actions are permitted by clause (i) above. Without limiting the generality of the foregoing, each Seller hereby covenants and agrees that with respect to Xxxx Xxxxxx and Xxxxxxx Xxxxxx beginning on the date of the Closing and ending five years thereafter, and with respect to Xxxxxxx Xxxxxx and Xxxx Xxxxxx during the two year period beginning on the date of their respective dates of termination of employment with the Company and/or Buyer he or she will not apply if Employee's employment hereunder is terminated without cause solicit any business from any person, firm, corporation or entity which was a customer of the Company within the two year period prior to the expiration Closing nor will he or she hire any person who was an employee of the AgreementCompany, Buyer, Parent or any subsidiary of the Parent as of the date of Closing. 4.2 If a judicial determination (b) Each Seller agrees that each provision of subsection 7.1 (a) is made reasonable and necessary for the protection of Buyer; that each such provision, and the period or periods of time, geographical areas and types and scopes of restrictions on his or her activities specified therein, are and are intended to be divisible; that if any portion thereof (including any sentence, clause or part) shall be held contrary to law or invalid or unenforceable in any respect in any jurisdiction, or as to any one or more periods of time, areas or business activities, or any part thereof, the remaining provisions shall not be affected but shall remain in full force and effect as to the other and remaining parts; and that any such invalid or unenforceable provision shall be deemed, without further action on the part of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employeeparties hereto, the provisions of this Section 4 shall be rendered void only modified, amended and limited to the extent that necessary to render the same valid and enforceable in such judicial determination finds such provisions to be unreasonable or otherwise unenforceablejurisdiction. In this regard, the parties hereto hereby agree Seller further recognizes and agrees that any judicial authority construing this Agreement violation of his or her agreement in subsection 7.1 (a) would cause such damages to Buyer as would be irreparable and the exact amount of which would be impossible to ascertain and that, for such reason, among others, Buyer shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreoverentitled, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.as

Covenant Not to Compete. 4.1 Employee hereby covenants (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and agrees with extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company that the Executive agrees, and accordingly, the Executive does hereby agree that, except as provided in Section 9.1(c), he shall not, directly or indirectly, at any time during the term hereof and for a period expiring two years after Restricted Period within the termination Restricted Area (as such terms are defined in Section 9(d) below), engage in any Competitive Business (as defined in Section 9(d) below), either on his own behalf or expiration as an officer, director, stockholder, partner, principal, trustee, investor, consultant, associate, employee, owner, agent, creditor, independent contractor, co-venturer of this Agreementany third party or in any other relationship or capacity. (b) The Executive hereby agrees that he will not, Employee will not directly or indirectly indirectly, for or on behalf of himself or any third party, at any time during the Restricted Period (i) operatesolicit any customers of the Company or (ii) solicit, develop employ or own engage, or cause, encourage or authorize, directly or indirectly, to be employed or engaged, for or on behalf of himself or any interest other than third party, any employee or agent of the ownership Company or any of less than five its subsidiaries. (c) This Section 9 shall not be construed to prevent the Executive from owning, directly and indirectly, in the aggregate, an amount not exceeding one percent (51%) of the equity issued and outstanding voting securities of any class of any Company whose voting capital stock is traded on a publicly traded companynational securities exchange or in the over-the-counter market. (d) The term "Restricted Period," as used in this Section 9, in any business which has significant (viewed in relation to shall mean the business period of the Company) activities relating to Executive's actual employment hereunder plus 6 months after the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with date the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned Executive is no longer employed by the Company; provided, that if the Executive is terminated pursuant to Section 5.4, the term Restricted Period shall mean the period of the Executive's actual employment hereunder plus the lesser of (iiix) be 6 months after the date the Executive is no longer employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee (y) the number of months the Executive is entitled to work payment under Section 5.4. The term "Restricted Area" as used in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, 9 shall mean anywhere in the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceableUnited States. In this regard, the parties hereto hereby agree that any judicial authority construing The term "Competitive Business" as used in this Agreement shall be empowered to sever any portion mean the design, manufacture, sale, marketing or distribution of (i) branded or designer footwear, apparel, accessories and other products in the territory categories of products sold by, or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceableunder license from, the Company shall nevertheless be entitled or any of its affiliates and (ii) other branded products related to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectfashion or lifestyle.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during During the term hereof of this Agreement and for a period expiring of two (2) years after its termination "For Cause by the termination or expiration of this AgreementCompany", Employee Physician will not directly or indirectly indirectly, within the Territory (ias hereinafter defined): (1) operatebe employed by, develop act as an agent, consultant or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded companycontractor of, engage in, continue in or carry on any business which has significant (viewed in relation competes with the Business of the Company or any business of PainCare or any of its subsidiaries that is substantially similar to the business Business of the Company, including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which is so engaged; (2) activities relating to the ownershipbe employed by, management consult with, advise or operation ofassist in any way, whether or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with not for consideration, any corporation, partnership, firm or other business organization which is now or becomes a competitor of the Company or PainCare and its subsidiaries and affiliates in any aspect with respect to the operation or development Business of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, including, but not limited to, advertising or its subsidiaries otherwise endorsing the products of any such competitor; soliciting patients and customers or affiliates, and otherwise serving as an intermediary for any customer, client, supplier such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than on an arm's length basis with any such competitor; (3) offer employment to an employee of the Company, PainCare or any of its subsidiaries, without the prior written consent of the Company; or (4) engage in any practice the purpose of which is to evade the provisions of this covenant not to compete or to commit any act which adversely affects the Company, the PainCare or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacitybusinesses; provided, however, that this provision the foregoing shall not apply if Employee's employment hereunder is terminated without cause prior to prohibit the expiration ownership of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the Agreement. 4.2 If outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall be a judicial determination is made fifteen (15) mile radius extending outward from the Clinic's location as it may exist from time to time (the "Territory"). The parties agree that the Company or PainCare, as the case may be, may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Company's, or PainCare's, business. In the event a court of competent jurisdiction determines that the provisions of this Section 4 constitutes an unreasonable covenant not to compete are excessively broad as to duration, geographical scope or otherwise unenforceable restriction against Employeeactivity, the provisions of it is expressly agreed that this Section 4 covenant not to compete shall be rendered void construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent that necessary to render the same valid and enforceable in such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectjurisdiction.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that At any time during the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete Employee’s employment with the Company or its subsidiaries Subsidiaries and affiliates for a period of eighteen (18) months thereafter, directly or indirectly: i) Act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any of the following mattress manufacturing companies in the operation United States or development their mattress manufacturing, wholesaling or retailing operations or affiliates: Xxxxxxx, Serta, Spring Air, Kingsdown, Select Comfort and Tempur-Pedic or any of their successors or any HVAC Business within fifty other mattress manufacturing company or its mattress manufacturing, wholesaling or retailing affiliate which represents 10% or more of the mattress market in the United States, ii) Directly or indirectly solicit, induce or attempt to induce customers, clients, suppliers or vendors of the Company or any of its Subsidiaries to: (501) miles terminate their relationship with the Company or any of any HVAC Business owned by the Company; its Subsidiaries, (iii2) be employed by or consult compete with any business which ownsof the Company or any of its Subsidiaries, manages or operates an HVAC Business within fifty (503) miles of otherwise interfere with any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, relationship between the Company, Company or any of its subsidiaries or affiliates, Subsidiaries and any such customer, client, supplier or employee vendor. iii) Solicit or offer employment to any person who has been employed by the Company or any of its Subsidiaries at any time during the twelve months immediately preceding the termination of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their Employee’s employment with the Company and its Subsidiaries. If the Employee is bound by any other agreement with the Company regarding the use or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration disclosure of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employeeconfidential information, the provisions of this Section 4 Agreement shall be rendered void only read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information. Notwithstanding the extent foregoing, if at any time a court holds that such judicial determination finds such provisions to be the restrictions stated above are unreasonable or otherwise unenforceable. In this regardunenforceable under circumstances then existing, the parties hereto hereby agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Employee’s services are unique and because the Employee shall have had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage breach of this Section 4 and to apply Agreement. In the provisions event of a breach or threatened breach of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceableAgreement, the Company shall nevertheless be entitled or its successors or assigns may, in addition to recover monetary damages as other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectbond or other security).

Covenant Not to Compete. 4.1 Employee hereby 00.0. Xx further protect the El Pollo Loco® System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a “Competitive Business” (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, as its sole and absolute right, consent to the Developer’s continued operation of any business already in existence and operating at the time of execution of this Agreement. In addition, Developer covenants and agrees with that, except as otherwise approved in writing by the Company that during the term hereof and Franchisor, Developer shall not, for a continuous, uninterrupted period expiring two years after commencing upon the expiration, termination or expiration assignment of this Agreement, Employee will not regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly (i) indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, develop control or own have any financial interest other than in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco® restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the equity securities issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a publicly traded company, in any Competitive Business shall mean a self-service restaurant or fast-food business which has significant sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers20%) of the Companyrevenues from such self- ​ Exhibit G of Multi-State Disclosure Document (Control No. 032922) Franchise Development Agreement - Page 21 of 29 service restaurant or fast-food business operated at any one location during any calendar quarter. A “Competitive Business” shall not include a full-service restaurant. ​ 00.0. Xx the event that any provision of Section 20.1 above shall be determined by a court of competent jurisdiction to be invalid or unenforceable, or its subsidiaries or affiliatesthis Agreement shall not be void, to leave their employment with the Company or its subsidiaries or affiliates, or hire any but such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only limited to the extent necessary to make it valid and enforceable. ​ 20.3. Developer understands and acknowledges that Franchisor shall have the right to reduce the scope of any obligation imposed on Developer by Section 20.1, without Developer’s consent, and that such judicial determination finds such provisions modified provision shall be effective upon Developer’s receipt of written notice thereof. 20.4. Developer acknowledges that violation of the covenants not to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing compete contained in this Agreement shall would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be empowered available. Accordingly, Developer hereby consents to sever the entry of a preliminary and permanent injunction prohibiting any portion conduct by Developer in violation of the territory or prohibited business activity from the coverage terms of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined those covenants not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions compete set forth in this Section 4 shall apply shall Agreement. Developer expressly agrees that it may conclusively be tolled presumed that any violation of the terms of said covenants not to compete was accomplished by and suspended as to Employee for a period equal to the aggregate quantity through Developer’s unlawful utilization of time during which Employee violates such prohibitions in any respect.Franchisor’s Confidential Information, know-how, methods and procedures. ​

Covenant Not to Compete. 4.1 Employee hereby covenants GJ agrees that commencing on the Payment ----------------------- Date and agrees with continuing until the Company that during the term hereof and for a period expiring later of (i) two (2) years after the termination or expiration of the GJ Executive Management Agreement and (ii) five (5) years after the date of this Agreement, Employee will not and each other Stockholder and each Seller agrees that commencing on the Payment Date and continuing until five (5) years after the date of this Agreement, they shall not, without the prior written consent of Xxxxx, directly or indirectly (i) operateindirectly, develop or own any interest other than either on the ownership of less than five percent (5%) behalf of the equity securities Stockholders, the Sellers or on behalf of any other person: (a) attempt in any manner to persuade a customer or client of a publicly traded companyCompany, Xxxxx, the Acquisition Sub or their respective Affiliates or licensees (the "XXXXX PROTECTED PARTIES" and each individually a "XXXXX PROTECTED PARTY") ----------------------- --------------------- to cease to do business or to reduce the amount of business which such customer or client has customarily done or contemplated doing with a Xxxxx Protected Party; (b) employ or attempt to employ any person who is then, or within one (1) year prior was, in any the employ of or in a contracting relationship with a Xxxxx Protected Party; (c) agree to serve as an agent, contractor, joint venture party, partner, consultant, or employee of a customer or client in a manner which would have the effect of reducing the amount of business which has significant (viewed in relation to derived by a Xxxxx Protected Party with such customer or client or diverting away from the business of a Xxxxx Protected Party from any customer or client of a Xxxxx Protected Party for any of the Companyproducts or services of the type usually rendered by a Xxxxx Protected Party for any such customer or client; (d) activities relating solicit or divert (or attempt to solicit or divert) business of any customer or client of a Xxxxx Protected Party in the ownershipareas of products or services of the type usually provided by a Xxxxx Protected Party for any such customer or client for the benefit of anyone other than a Xxxxx Protected Party; (e) service or attempt to service or perform work for any customer or client of a Xxxxx Protected Party of the type customarily provided by a Xxxxx Protected Party or contemplated to be provided by a Xxxxx Protected Party; (f) disclose or distribute to any third parties customer or client workpapers, management data, software or operation ofother written materials (or any copies thereof) prepared for internal use by a Xxxxx Protected Party or used in connection with the business or operations of a Xxxxx Protected Party; or (g) engage in or in any manner be connected with or employed by any person, firm, corporation, proprietorship, partnership or other entity in competition with a Xxxxx Protected Party or engaged in the business of providing automobile or limousine transportation, chauffeured cars for hire, or consultation regarding an HVAC service and replacement company limousine rentals or in any other enterprise which is or may be in competition with any line of business conducted or contemplated to be conducted by a Xxxxx Protected Party within a radius of one hundred (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50100) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles office of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreementa Xxxxx Protected Party. 4.2 If a judicial determination is made that any of (h) For the provisions purposes of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee8.2, the provisions of this Section 4 shall be rendered void only to following terms have the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions meaning set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.below:

Covenant Not to Compete. 4.1 Employee hereby The Executive covenants and agrees with the Company that at any time during the term hereof and for a period expiring two years after commencing on the termination or expiration later of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, Change in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service Control Date and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee date of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) termination of the Company, or its subsidiaries or affiliates, to leave their Executive’s employment with the Company and ending on the one year anniversary thereof, the Executive will not, directly or indirectly, become employed by, consult with, assist any person or entity in competing or be associated with in any capacity whatsoever (including as an owner or shareholder, employee, officer, director, agent or independent contractor) any entity or business, which acquires, develops, repositions, manages or sells commercial real estate or multi-family residential rental real estate anywhere in the United States of America. Notwithstanding anything herein to the contrary, the foregoing restrictions shall not prevent the Executive from making passive investments, not to exceed 5% of the equity ownership, in any publicly traded enterprise or any public or private fund or real estate investment trust that is engaged in any, some or all of the foregoing businesses or invests therein. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, Xxxxx X. Team (“Executive”), on behalf of himself and his heirs, legal representatives, successors and assigns, and each of them, for good and valuable consideration does hereby unconditionally, knowingly, and voluntarily release and forever discharge LNR Property Corporation, a Delaware corporation (“Company”), and its present and former related companies, subsidiaries or and affiliates, and all of their present and former managers, executives, officers, directors, owners, shareholders, employees, agents, attorneys, insurers, and operators, including in their individual capacity, and each of its and their successors and assigns (hereinafter collectively the “Released Parties”), from any and all known or hire unknown claims, demands, actions or causes of action that now exist or that may arise in the future, based upon events occurring or omissions on or before the date of the execution of this Release, including but not limited to any such employee to work and all claims whatsoever pertaining in any capacityway to Executive’s employment at the Company or with any of the Released Parties or the termination of Executive’s employment, including, but not limited to, any claims under: (1) the Americans with Disabilities Act; the Family and Medical Leave Act; Title VII of the Civil Rights Act; 42 U.S.C. Section 1981; the Older Workers Benefit Protection Act; the Age Discrimination in Employment Act of 1967, as amended; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1866, 1871, 1964, and 1991; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Vietnam Veteran’s Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; and the Immigration Reform and Control Act of 1986; and any and all other federal, state or local laws, statutes, ordinances, or regulations pertaining to employment, discrimination or pay; (2) any state tort law theories under which an action could have been brought, including, but not limited to, claims of negligence, negligent supervision, training and retention or defamation; (3) any claims of alleged fraud and/or inducement, including alleged inducement to enter into this Release; (4) any and all other tort claims; (5) all claims for attorneys’ fees and costs; (6) all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of every kind, including but not limited to earnings, punitive, liquidated and compensatory damages, and employee benefits; (7) any and all claims whatsoever arising under any of the Released Parties’ express or implied contract or under any federal, state, or local law, ordinance, or regulation, or the Constitution of California or of the United States; (8) any and all claims whatsoever against any of the Released Parties for wages, bonuses, benefits, fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefit; (9) and any and all claims whatsoever to reinstatement; provided, however, that, notwithstanding anything to the contrary contained herein, this Release shall not cover and shall specifically exclude those rights and claims of Executive directly or indirectly arising from or under or related to (A) any plans or agreements relating to stock options, restricted stock or other securities of the Company, (B) any indemnification and/or contribution agreements, claims or rights that Executive might have against or with the Company and/or any other Released Parties, (C) that certain Change in Control Agreement dated April 22, 2004 between the Company and Executive (the “Agreement”), (D) the Consolidated Omnibus Budget Reconciliation Act (COBRA) and/or (E) any profit-sharing and/or retirement plans or benefits in which Executive has vested rights. Executive also intends that this provision shall Release operate as a waiver of all unknown claims of the type being released hereunder, except to the extent arising out of any third party claim against the Company or Executive. Thus, Executive expressly waives the provisions of section 1542 of the Civil Code of the State of California, which reads: “A general release does not apply extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if Employee's employment hereunder known by him must have materially affected his settlement with the debtor.” Executive warrants that he currently is terminated without unaware of any such claim, demand, action, or cause of action against Company or any other person or entity released herein which Executive has not released pursuant to this paragraph except for the rights and/or claims relating to the matters specifically excluded above. In compliance with the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act, Executive hereby acknowledges that: (A) Executive fully understands this Release; (B) this Release specifically applies to a knowing and voluntary release of any rights or claims Executive may have against Company under the Federal Age Discrimination in Employment Act of 1967, as amended; (C) this Release does not purport to waive rights or claims that may arise from acts or events occurring after the date that this Release is executed; (D) the consideration provided for in connection with the execution and delivery of this Release is more than that to which Executive is entitled as of the date of the Agreement and more than adequate; (E) Executive has been advised and encouraged to consult with an attorney prior to signing this Release; and (F) Executive has been given a reasonable time in which to consider whether to sign this Release. Consistent with the foregoing item (F) and in consideration of the Company agreeing to make and making the payments required under Section 1 of the Agreement concurrently with the execution and delivery of this Release and not delaying the payment thereof until the expiration of the Agreement. 4.2 If a judicial determination is made twenty-one (21) day consideration period and seven (7) day revocation period under the Older Workers’ Benefit Protection Act, Executive understands that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only Executive hereby expressly requested to the extent that and did waive such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 twenty-one (21) day consideration period and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed seven (7) day revocation period as provided by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of in compliance with the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectOlder Workers’ Benefit Protection Act.

Covenant Not to Compete. 4.1 Employee hereby covenants and Each of the Principal Shareholders agrees with the Company that during the term hereof and he will not: (a) for a period expiring two of three years after following the termination or expiration of this AgreementClosing Date, Employee will not directly or indirectly indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, lender or security holder, of any company or business, engage in, or finance or provide financial assistance with respect to, any business activity relating to the provision of managed health care administrative and Third Party Administrative (i“TPA”) operateservices, develop or own any interest other than including marketing, the organization of health care delivery, network development and management, provider relations, finance and overall administration (the “Competitive Business”) in Michigan and New Mexico (the “Restricted Territory”); provided, however, that the beneficial ownership of less than five percent (5%) of the any class of securities of any entity having a class of equity securities of actively traded on a publicly traded companynational securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this Section 7.8; provided further, that each Principal Shareholder may continue his involvement in the TPA company known as Health Care Horizons of Illinois, Inc. and its wholly-owned subsidiary, HCH Administration, Inc. (Illinois) (which companies may continue to operate under such name); (b) for a period of three years following the Closing Date, directly or indirectly, (i) induce any customer acquired hereunder to patronize any business which has significant is directly or indirectly in competition with the Competitive Business conducted by Acquiror, its subsidiaries, successors or assigns (viewed collectively the “Acquiror Companies”) in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")Restricted Territory; (ii) compete canvass, solicit or accept from any Person which is a customer of the Competitive Business conducted by any of the Acquiror Companies, any such competitive business in the Restricted Territory; or (iii) request or advise any customer of the Competitive Business conducted by any of the Acquiror Companies in the Restricted Territory to withdraw, curtail or cancel any such customer’s business with such entity; (c) for a period of three years following the Closing Date (i) in any manner seek to induce any employee of the Acquiror Companies to leave his or her employment or (ii) directly or indirectly employ any person who was employed by the Acquiror Companies within nine (9) months following the termination of employment of such person with the Acquiror Companies. (d) at any time following the Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary rights or records of the Company or any of its subsidiaries acquired hereunder, including, but not limited to, any customer lists. (e) Each of the Principal Shareholders, jointly and severally, shall indemnify and hold harmless Acquiror and the Surviving Corporation, and their respective officers, directors, employees, consultants, shareholders and affiliates (collectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses, including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding which any of the operation Indemnified Parties may sustain, or development to which any of the Indemnified Parties may be subjected, relating to or arising directly or indirectly out of any HVAC Business within fifty (50) miles breach or default by the Principal Shareholders of any HVAC Business owned by of the Company; (iii) be employed by covenants or consult with agreements set forth in this Section 7.8. The Principal Shareholders agree and acknowledge that the restrictions contained in this Section 7.8 are reasonable in scope and duration, and are necessary to protect the Acquiror Companies. The Principal Shareholders agree and acknowledge that any business which owns, manages breach of this Section 7.8 will cause irreparable injury to the Acquiror Companies and upon any breach or operates an HVAC Business within fifty (50) miles threatened breach of any HVAC Business owned by provision of this Section 7.8, the Company; (iv) interfere withAcquiror Companies shall be entitled to injunctive relief, solicitspecific performance or other equitable relief, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between without the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee necessity of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityposting bond; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to in no way limit any other remedies which the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages Acquiror Companies may have as a result of such breach, including the breach of such provision by Employeeright to seek monetary damages. The time period during which Acquiror and the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as Principal Shareholders hereby agree that Acquiror may assign, without limitation, the foregoing restrictive covenants to Employee for a period equal any successor to the aggregate quantity of time during which Employee violates such prohibitions in any respectAcquiror.

Covenant Not to Compete. 4.1 Employee hereby covenants and a. agrees with that for the Company that during *** period immediately following the term hereof and Effective Date or for a period expiring two years after *** from the termination date of any court order enforcing all or expiration part of this Agreement, Employee whichever is later, *** will not in the ***, or ***, (i) Either directly or indirectly, for ***'s own behalf or on behalf of any other person or entity, engage in or carry on any business or in any way become associated with any business that distributes or provides corporate supplies, peripherals, professional tape products, office products, customer care, logistics, distribution, fulfillment, or demand generation services similar to those that Daisytek offered or planned to offer while *** was employed by Daisytek ("Business of Daisytek"); (ii) Either directly or indirectly attempt in any manner to solicit, from any person or entity that is or was a client of Daisytek, business of the type performed or formerly performed by Daisytek for such client or to persuade any such client to cease to do business or to reduce the amount of business which any such client has customarily done with Daisytek or contemplates doing with Daisytek (ias used herein the noun "client" shall mean anyone who is a client or customer, supplier, trading group, dealer, trader, venture partner or sales representative or affiliate of any of the above who purchases Daisytek product or services or otherwise does business with Daisytek at any time during the *** period immediately preceding the Effective Date and any prospective persons to whom Daisytek had made a formal presentation (or similar offering of services) operatewithin a period of *** immediately preceding the Effective Date); (iii) Either directly or indirectly, develop for ***'s own behalf or own on behalf of any interest other than person or entity, be or become an employee, agent, consultant or representative of or become a director or officer of any person, firm, corporation, association or other entity that is engaged in or currently intends to become engaged in, or is carrying on any business that is in direct or indirect competition with the ownership Business of Daisytek; or (iv) Either directly or indirectly be or become a shareholder, joint venturer in or owner (in whole or in part) of or be a partner of or associated with or have any proprietary or financial interest, in any firm, corporation, joint venture, partnership or association or other entity that is engaged in, or currently intends to become engaged in or is carrying on any business that is in direct or indirect competition with the Business of Daisytek. Nothing in this Section will prevent *** from owning less than five percent (5%) of the equity securities stock of a any publicly traded company, corporation as long as *** is not a participant in any business which has significant (viewed in relation to the business management or affairs of the Company) activities relating to corporation in a manner that would otherwise violate any prohibition contained in this Section. b. It is understood and agreed that the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee scope of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth covenants contained in this Section 4 shall apply shall be tolled and suspended are reasonable as to Employee time, area and scope of activity restrained and are necessary to protect Daisytek's legitimate business interests. Specifically, *** has considered the covenants in light of the benefits *** will obtain by means of this Agreement and has concluded that the covenants leave *** with a reasonable number and variety of permitted avenues for engaging in employment in a number of locations and a number of occupations during the period equal of restriction. c. If the restrictions contained in this Section regarding time, geography, or scope of activity are determined by a court to be unenforceable, Daisytek and *** agree that said court may substitute a provision it believes to be enforceable for the aggregate quantity of time during which Employee violates such prohibitions in any respectone it believes to be unenforceable, and this Agreement may be enforced as amended.

Covenant Not to Compete. 4.1 Employee hereby 20.1 To further protect the El Pollo Loco® System while this Agreement is in effect, Developer and each officer, director, shareholder, member, manager, partner and other equity owner, as applicable, of Developer, if Developer is an entity, shall neither directly nor indirectly own, operate, control or any financial interest in any other business which would constitute a “Competitive Business” (as hereinafter defined) without the prior written consent of Franchisor; provided further, that Franchisor may, in its sole discretion, consent to the Developer’s continued operation of any business already in existence and operating at the time of execution of this Agreement. In addition, Developer covenants and agrees with that, except as otherwise approved in writing by the Company that during the term hereof and Franchisor, Developer shall not, for a continuous, uninterrupted period expiring two years after commencing upon the expiration, termination or expiration assignment of this Agreement, Employee will not regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly (i) indirectly, for itself, or through or on behalf of, or in conjunction with any person, partnership, corporation or other entity, own, operate, develop control or own have any financial interest other than in any Competitive Business which is located or has outlets or restaurant units within the Territory. The foregoing shall not apply to operation of an El Pollo Loco® restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the equity securities issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a publicly traded company, in any Competitive Business shall mean a self-service restaurant or fast-food business which has significant (viewed in relation to the business of the Company) activities relating to the ownershipsells chicken and/or Mexican food products, management which products individually or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within collectively represent more than fifty percent (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers%) of the Companyrevenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A “Competitive Business” shall not include a full-service restaurant. 20.2 In the event that any provision of Section 20.1 shall be determined by a court of competent jurisdiction to be invalid or unenforceable, or its subsidiaries or affiliatesthis Agreement shall not be void, to leave their employment with the Company or its subsidiaries or affiliates, or hire any but such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only limited to the extent that such judicial determination finds such provisions necessary to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 make it valid and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby (a) Except as contemplated and provided pursuant to the Worldwide Area Development Agreement and the Domestic Franchise Agreements granted by Buyer to Xxxx at Closing, each of Xxxx and Seller covenants and agrees with the Company that (i) neither he nor it will not, at any time during the term hereof period of ten (10) years from the Closing Date, directly or indirectly, in or pertaining to any location in the United States or worldwide, own, manage, operate, join, control or participate in the ownership, management, operation or control of, any business which, or any businesses organization any part of which, engages in the business of buying, selling or trading of new and/or used audio compact discs, including without limitation the selling of franchises which engage in the business of buying, selling or trading of new and/or used audio compact discs of the type and for kind and sold by Seller in the United States, except as a franchisee of Buyer or an affiliate of Buyer or owner of up to 5% of the outstanding common stock of a corporation so engaged, and (ii) neither he nor it will, at any time during the period expiring two of ten (10) years after from the termination or expiration of this AgreementClosing Date, Employee will not directly or indirectly (i) operateown, develop or own any interest other than the ownership manage, operate join, control of less than five percent (5%) of the equity securities of a publicly traded company, participate in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management management, operation or operation ofcontrol of any business which, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates any business organization any part of which engages in the operation businesses of buying, selling or development of trading audio compact discs via the "Internet," "America on Line," "CompuServe" or any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which ownsother "on-line" computer communication networks, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee except as a franchisee of the Company, Buyer. The remedy at law for any breach or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any attempted breach by Seller of the provisions of this Section 4 constitutes an unreasonable 5.7 will be inadequate and Buyer shall be entitled to temporary or otherwise permanent injunctive relief against any breach or attempted breach of such provision without the necessity of posting bond or proving actual damages. It is the express intention of the parties hereto to comply with all laws which may be applicable to this Section 5.7. Should any restriction contained in this Section 5.7 be found to exceed in duration or scope the restriction permitted by law, it is expressly agreed that the covenant not to compete contained in this Section 5.7 may be reformed or modified by the final judgment of a court of competent jurisdiction to reflect a lawful and enforceable duration or scope. If any one or more of the provisions contained in this Section 5.7 shall for any reason be held to be invalid, illegal or unenforceable restriction against Employeein any respect, such invalidity, illegality or unenfoceability shall not affect any other provision of this Agreement, but any inconsistency in the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory construed as if such invalid, illegal or prohibited business activity from the coverage unenforceable provision had never been contained herein. The terms and conditions of this Section 4 5.7(a) will be governed by and to apply construed in accordance with the provisions laws of the State of Delaware; the foregoing clause will not, however, affect the forum or venue of any dispute resolution proceeding arising in connection with this Agreement or any other term or condition of this Section 4 Agreement whatsoever. (b) Seller and Xxxx shall use their best efforts to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not cause Xxx X. Xxxx to be specifically enforceableenter into a non-competition agreement with Buyer, the Company shall nevertheless be entitled to recover monetary damages as a result terms of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as substantially similar to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions those described in any respectSection 5.7 (a).

Covenant Not to Compete. 4.1 During the Employee’s term of employment and any Non-Compete Period (as defined below), the Employee hereby covenants and agrees with that he or she will not engage in competitive activities within any jurisdiction, whether in the United States or internationally, in which the Company that during carries on a like line of business (collectively, the term hereof and for a period expiring two years after the termination or expiration of this Agreement“Restricted Area”), as follows: (a) The Employee will not not, directly or indirectly (i) indirectly, for himself or herself or others or in association with any other person, own, manage, operate, develop control, be employed in an executive, managerial, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded companysupervisory capacity by, or otherwise engage or participate in, or allow his or her skill, knowledge, experience or reputation to be used in any business which has significant (viewed in relation to the business of the Company) activities relating to connection with, the ownership, management or operation ofmanagement, operation, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development control of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by company or consult other business enterprise that is competitive with any business in which owns, manages or operates an HVAC Business the Company is engaged from time to time (the “Business”) within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityRestricted Area; provided, however, that nothing contained in this provision shall Agreement prohibits the Employee from making passive investments as long as the Employee does not apply if beneficially own more than 1% of the equity interests of a publicly traded business enterprise engaged in the Business within any of the Restricted Area. For purposes of this paragraph, “beneficially own” has the same meaning ascribed to that term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934. (b) The Employee will not, directly or indirectly, for himself or herself or others or in association with any other person, solicit any customer of the Business or of the Company, or otherwise interfere, induce, or attempt to induce any customer, supplier, licensee, or business relation of the Company for the purpose of soliciting, diverting, interfering, or enticing away the business of such customer, supplier, licensee, or business relation, or otherwise disrupting any previously established relationship existing between such customer, supplier, licensee, or business relation and the Company. (c) In the event that the Employee's ’s employment hereunder is terminated without cause ends prior to the expiration third anniversary of the Agreement. 4.2 If a judicial determination Date of Grant and vesting of any portion of the PB RSUs granted under this Agreement is made that any of accelerated, the Employee agrees to continue to abide by the provisions of this Section 4 constitutes an unreasonable 5.2 through the earlier to occur of the third anniversary of the Date of Grant or otherwise unenforceable restriction against Employeethe first anniversary of his or her termination of employment (such period, the provisions of “Non-Compete Period”). (d) Without limiting Section 11, the Employee and Tidewater acknowledge that the Company is a company with extensive worldwide and offshore operations and it is their intent that the non-competition contained in this Section 4 shall 5.2 be rendered void only given as broad a geographic effect as is lawful. Accordingly, it is the parties’ intent that this Section 5.2 be given effect throughout the United States and worldwide, to the extent that such judicial determination finds such provisions the Employee would seek to be unreasonable or otherwise unenforceable. In this regard, provide prohibited services to a company in competition with the parties hereto hereby agree that Company in any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from jurisdictions in which it operates. To the coverage extent that a court of this Section 4 and to apply relevant jurisdiction determines the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions geographic scope set forth in this Section 4 shall apply shall 5.2 to be tolled overbroad, the Employee and suspended Tidewater hereby consent to such modification as to Employee for a period equal to the aggregate quantity court may order such that the broadest possible geographic footprint of time during which Employee violates such prohibitions in any respectthe non-competition covenant is enforceable.

Covenant Not to Compete. 4.1 Employee hereby covenants and (a) The Seller agrees with the Company that during the term hereof and for a period expiring two years after Non-Compete Period, neither the termination or expiration Seller nor any of this Agreementits controlled Affiliates shall, Employee will not directly or indirectly (i) operateindirectly, develop engage, manage, operate or own have any ownership interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any firm, corporation, partnership, proprietorship or other business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which ownsentity that engages in, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment a business that competes with the Company or its subsidiaries or affiliatesBusiness (each, or hire any such employee to work a “Competing Business”) anywhere in any capacitythe world; provided, however, that this provision it shall not apply be a violation of this Section 7.13(a) for the Seller or any of its controlled Affiliates (i) to own, directly or indirectly, solely as an investment, securities of any Person that are traded on a national securities exchange or the Nasdaq Stock Market (or a recognized securities exchange outside the U.S.) if Employee's employment hereunder the Seller or any of its controlled Affiliates (x) is terminated without cause prior not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% or more of the voting securities of such Person, (ii) to acquire, directly or indirectly, the equity or assets of, or otherwise become affiliated with or participate in, any enterprise engaged in a Competing Business if the Seller and any controlled Affiliate of the Seller shall use reasonable efforts to divest, as soon as reasonably practicable (and in any event within eighteen (18) months after the closing date of such acquisition), its interest in such enterprise relating to the expiration Competing Business), (iii) to continue operating existing lines of business, other than the Business, or any of the Agreement. 4.2 If a judicial determination is made that any Excluded Assets or (iv) to perform the activities contemplated by the Ancillary Agreements. None of the provisions of this Section 4 constitutes an unreasonable 7.13(a) shall operate to prohibit, hinder, impede or otherwise unenforceable restriction against Employeerestrict from engaging in a Competing Business in any way, any Person which by way of takeover, acquisition, merger, combination or similar transaction acquires a controlling or significant interest in Seller or any of its Affiliates (provided that Seller and its controlled Affiliates as of the date of such transactions shall continue to be subject to the provisions of this Section 4 7.13(a) after any such transaction). (b) Each of the Buyer and the Seller agrees that for a period of three (3) years after the Closing Date, it shall not, and shall cause its respective Affiliates, directors, officers or employees to not, directly or indirectly, offer employment to or take any action to solicit for employment or hire any person in the employ of (i) in the case of the Buyer, the Seller or any of 33 its Affiliates and (ii) in the case of the Seller, the Acquired Companies, in each case of (i) and (ii) without the prior written consent of the applicable other party. (c) If any provision contained in this Section 7.13 shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be rendered construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is in the intention of the Parties that if any of the restrictions or covenants contained in this Section 7.13 is held to cover a geographic area or to be for a length of time which is not permitted by Law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void only and of no effect, but to the extent that such judicial determination finds such provision would be valid or enforceable under Law, a court of competent jurisdiction shall construe and interpret or reform this Section 7.13 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement (not greater than those contained herein) as shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 valid and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by enforceable under such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectLaw.

Covenant Not to Compete. 4.1 Employee hereby covenants Until the second anniversary of the Closing Date (such period being referred to herein as the "Noncompetition Term"), each of the Shareholders and the Seller severally agrees with to refrain from, anywhere in the Company that during the term hereof and for a period expiring two years after the termination or expiration of this Agreementworld, Employee will not directly or indirectly through any Affiliate (i) operatewhether individually or as a principal, develop officer, director, employee, shareholder, investor, consultant, advisor, partner, joint venturer, agent, equity owner, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant other capacity whatsoever): (viewed a) engaging or participating in relation any activity with respect to the business development, marketing, and sale of the Company) activities relating to the ownership, management products or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) services that compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityBusiness; provided, however, that this provision the foregoing shall not apply if Employee's employment hereunder is terminated without cause prior be construed to the expiration preclude either of the Agreement. 4.2 If a judicial determination is made that Shareholders, Seller, or any of their respective Affiliates from making any investments in the provisions securities of this Section 4 constitutes an unreasonable any Person, whether or otherwise unenforceable restriction against Employeenot engaged in competition with the Business, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and such provisions investment does not exceed one percent (1%) of the issued and outstanding shares of such Person or give Seller, either Shareholder, or any of their respective Affiliates the right or power to be control or participate directly in making the policy decisions of such Person; or (b) causing or attempting to cause (A) any customer to whom the Business supplies any of its services and/or products to terminate any purchase or other similar contract, or relationship with the Business after the Closing or to replace the Business as a supplier of Products, in whole or in part, with any other Person, or (B) any supplier from whom the Business purchases raw materials and other products to terminate any supply or other similar contract or relationship with the Business; or (c) encouraging, soliciting, or inducing any manager, officer, supervisor, or other employee of the Business to terminate his or her employment relationship with the Business or to become employed by any Person other than the Business. Each of the Shareholders and Seller severally acknowledges that the geographic boundaries, scope of prohibited activities, and the Noncompetition Term contained in this Section 9.8 are reasonable and no broader than necessary to protect the investment by Purchaser in the Purchased Assets being acquired pursuant to this Agreement and Purchaser's and its Affiliates ongoing interests in the Business and do not and will not impose any unreasonable or otherwise unenforceable. In this regardburden upon the Seller, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion Shareholders, or their respective Affiliates. Each of the territory Shareholders and Seller severally agrees that (i) any breach by him or prohibited business activity it of any of the provisions contained in this Section 9.8 would cause irreparable damage to Purchaser for which monetary damages and other remedies at law may not be adequate, and (ii) Purchaser will be entitled as a matter of right to obtain, without posting any bond whatsoever, a restraining order, an injunction, specific performance, or other form of equitable or extraordinary relief from the coverage any court of competent jurisdiction to restrain any threatened or further breach of this Section 4 and 9.8 or to apply require the provisions Shareholders or Seller to perform their respective obligations under this Section 9.8, which right to equitable or extraordinary relief will not be exclusive of but will be in addition to all other remedies to which Purchaser may be entitled under this Agreement, at law, or in equity (including, the right to recover monetary damages). If, during any calendar month during the Noncompetition Term, either Shareholder or Seller is not in compliance with the terms of this Section 4 9.8, Purchaser will be entitled, in addition to all other remedies to which it may be entitled, to specifically enforce such non-complying party's compliance with the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions terms of this Section 4 are determined not to be specifically enforceable, 9.8 for an additional number of calendar months (over and above the Company shall nevertheless be entitled to recover monetary damages as a result number of calendar months included within the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period Noncompetition Term) equal to the aggregate quantity number of time calendar months during which Employee violates such prohibitions in any respectnoncompliance occurred.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) The Buyer and agrees the Seller recognize that the Seller has occupied a position with the Company Targets that during constituted part of the term hereof professional, management, and executive oversight of the Targets, to whom trade secrets have been disclosed, and whose duties have included the formulation and execution of management policy of the Targets. The Seller, for and in consideration of the payments provided herein, agrees that beginning on the Closing Date and continuing for a period expiring two years after of eighteen (18) months (the termination “Non-Compete Period”), the Seller shall not compete directly or expiration indirectly with the Buyer or any of the Targets, or any direct or indirect subsidiaries, parents or Affiliates of the Buyer or any of the Targets (each, a “Subject Company”) in the business of such Subject Company, nor make any public statements in derogation of any Subject Company, except as may be required by Law. (b) For purposes of this Agreement, Employee will not the phrase “competing directly or indirectly with a Subject Company” shall include, but not be limited to, either (i) operateperforming services for, develop or own (ii) engaging or (iii) having a material interest (any ownership or profit interest other than over 5% always being material), directly or indirectly, as owner, employee, officer, director, partner, venturer, shareholder, capital investor, consultant, agent, principal, advisor or otherwise, either alone or in association with others, in any individual or entity engaged in the business of such Subject Company anywhere in the United States or Canada (the “Non-Compete Area”). Notwithstanding the foregoing, “competing directly or indirectly with a Subject Company,” as used in this Agreement, shall be deemed not to include (i) an ownership interest as an inactive investor, which for purposes of this Section 6.5 shall mean (A) the beneficial ownership of less than five percent (5%) of the equity outstanding shares of any series or class of securities of a any competitor of the Subject Company, which shares are publicly traded companyin the securities markets, or (B) any passive interest in the nature of a limited partnership interest in a venture capital, buyout, private equity, or hedge fund that is organized as a limited partnership (or comparable interest in a limited liability company or similar entity) (any such Entity is hereinafter referred to as a “Fund”), which Fund owns an interest of any size in any competitor of the Subject Company; or (ii) the ownership (and exercise of ownership rights) by the Seller of AOE Rail Expeditions LLC, American Orient Express Railway Company LLC, AOE Rail Services LLC and AOE Equipment LLC (together, the “Rail Subs”) of the rail tour business which has significant presently conducted by the Rail Subs. The Seller agrees that the scope of the business of any Subject Company includes the entire Non-Compete Area. (viewed c) The Seller agrees that the restrictions contained in relation this Section 6.4 are reasonable as to time and geographic scope because of the nature of the business of the Company) activities relating to Subject Companies and that the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth covenants contained in this Section 4 shall apply shall 6.4 cannot reasonably be tolled and suspended as limited to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectsmaller geographic area.

Covenant Not to Compete. 4.1 Employee hereby covenants EMPLOYEE agrees that solely in the event of the sale or acquisition of the COMPANY, and agrees to the maximum extent permitted by applicable law, EMPLOYEE shall abide by the following covenant not to compete. The sale or acquisition of the COMPANY shall include the COMPANY's sale of its goodwill, or its sale of all or substantially all of its operating assets, together with the Company goodwill, or its sale or other disposition of its ownership interest in COMPANY or as otherwise provided in California Business and Professions Code Section 16601. The covenant not to compete shall exist only in the event that during following the term hereof termination of this Agreement (and only in the event of the sale or acquisition of the COMPANY), the COMPANY elects, at its sole discretion, to invoke its restrictions. To exercise this covenant not to compete, the COMPANY shall notify EMPLOYEE within ten (10) days of termination of this Agreement of its intention to exercise this option and make an additional payment to EMPLOYEE of TWELVE (12) months' base monthly salary determined at EMPLOYEE's last rate of base monthly salary (and not including any bonus for which the EMPLOYEE may be eligible) with COMPANY. Pursuant to this covenant not to compete, EMPLOYEE agrees that for a period expiring two years after of one (1) year following the termination or expiration date of this Agreement, Employee will EMPLOYEE shall not directly or indirectly (i) operatefor EMPLOYEE, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities as a member of a publicly traded companypartnership, or as an officer, director, stockholder, employee, or representative of any other entity or individual, engage, directly or indirectly, in any business activity which has significant is the same or similar to work engaged in by EMPLOYEE on behalf of COMPANY within the same geographic territory where the COMPANY carries on or conducts business, and which is directly competitive with the business conducted or to EMPLOYEE's knowledge, contemplated by COMPANY at the time of termination of this Agreement, (viewed other than investments in relation to professionally managed funds over which the EMPLOYEE does not have control or discretion in investment decisions and investments in publicly traded companies, so long as EMPLOYEE'S beneficial ownership does not exceed 2% of the public companies outstanding voting stock). EMPLOYEE may accept employment with an entity competing with COMPANY only if the business of that entity is diversified and EMPLOYEE is employed solely with respect to a separately-managed and separately-operated part of that entity's business that does not compete with COMPANY. Prior to accepting such employment, EMPLOYEE and the Companyprospective employer entity shall provide COMPANY with written assurances reasonably satisfactory to COMPANY that EMPLOYEE will not render services directly or indirectly to any part of that entity's business that competes with the business of COMPANY. EMPLOYEE acknowledges that (i) activities relating EMPLOYEE is familiar with the foregoing covenant not to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")compete; (ii) compete with EMPLOYEE is an officer and key member of the Company or its subsidiaries and affiliates in the operation or development management of any HVAC Business within fifty (50) miles of any HVAC Business owned by the CompanyCOMPANY; (iii) be employed by or consult with any business which ownsEMPLOYEE is a shareholder of the COMPANY , manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere withthe goodwill associated with the existing business, solicit, disrupt customers and assets of COMPANY prior to any sale or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee acquisition of the Company, or its subsidiaries or affiliatesCOMPANY is an integral component of the value of COMPANY; or and (v) solicit any pastEMPLOYEE's agreement as set forth herein is necessary and reasonable with respect to its length of time, present or prospective management employee (including all corporate officers scope and managersgeographic coverage, all regional managers and all general managers) of in order to protect the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior goodwill related to the expiration of the AgreementCOMPANY in connection with its sale or acquisition. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants In consideration for the equity grants under Paragraph 3 and for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the terms of the Unauthorized Disclosure provisions of Paragraph 4, Executive agrees that (a) during the term of Executive's employment with the Company that during the term hereof and for a period expiring two years after of twenty-four (24) months thereafter, regardless of the reason for termination or expiration of this Agreementemployment, Employee Executive will not not, directly or indirectly (i) indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, develop manage, control, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, become involved in any business manner with any business, operation, corporation, partnership, association, agency, or other person or entity which has significant (viewed is in relation to the business of the Company) activities relating owning, operating, managing or granting franchise rights with respect to the ownershiphotels, management motels or operation of, other lodging facilities in any area or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with territory in which the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityconducts operations; provided, however, that this provision the foregoing shall not apply if Employeeprohibit Executive from owning up to one percent (1%) of the outstanding stock of a publicly held company engaged in the hospitality business. Notwithstanding the foregoing, Executive shall be permitted to engage in such activities with respect to any other hotel, motel or lodging facility that would be immaterial to the operations of the Company in the area or territory in question. Immediately, for purposes of the foregoing sentence, shall be determined in the sole discretion of the Board of good faith. (b) during the term of Executive's employment hereunder is terminated without cause prior to with the expiration Company and for a period of twenty-four (24) months thereafter, regardless of the Agreementreason for termination of employment, Executive will not, directly or indirectly, either for himself or for any other business, operation, corporation, partnership, association, agency, or other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any of the customers (including, without limitation, any hotel owner, lessor or lessee, asset manager, trustee, consumer with whom the Company from time to time (i) has an existing agreement or business relationship; or (ii) has included as a prospect in its applicable pipeline) or vendors of the Company in any of the areas or territories in which the Company conducts operations if such action has the intent or effect of interfering with the Company's relationship with the vendor or customer. 4.2 If (c) during the term of Executive's employment with the Company and for a judicial determination is made that period of twenty-four (24) months thereafter, regardless of the reason for termination of employment, Executive will not directly or indirectly solicit or induce any present or future employee of the Company to accept employment with Executive or with any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated, and Executive will not employ or cause any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated to employ any present or future employee of the Company without providing the Company with ten (10) days' prior written notice of such proposed employment. Should Executive violate the provisions of this Section 4 constitutes an unreasonable Paragraph, then in addition to all other rights and remedies available to the Company at law or otherwise unenforceable restriction against Employeein equity, the provisions duration of this Section 4 covenant shall automatically be rendered void only to extended for the extent that period of from which Executive began such judicial determination finds violation until he permanently ceases such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectviolation.

Covenant Not to Compete. 4.1 Employee Each Management Investor hereby covenants and agrees with the Company that during the term hereof of his employment by any of the Companies and for a period expiring two years of six (6) months after the Management Investor has incurred a Termination Date (as defined in Section 6.3(a)) for any reason other than termination without Cause (as defined in Section 6.1) (the "Restriction Period"), such Management Investor shall not, directly or expiration indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as an officer, director, employee, consultant, stockholder, partner or otherwise with, any component of a business which at any relevant time during such period directly or indirectly competes with any of the Companies or their Affiliates in the Covered Business (as hereafter defined) in the States of New York, New Jersey, Maryland, Michigan or Delaware or any other state in the United States in which any of the Companies or their Affiliates are conducting business during the term of his employment. For purposes hereof, the term "Covered Business" shall mean the purchase, manufacture, marketing or selling of the products and the raw materials with respect to such products as to which the Management Investor has assisted the Companies or their Affiliates in purchasing, manufacturing, marketing or selling during the term of the employment of the Management Investor, together with any use or modification of any such products for the same, new or additional purposes or applications. The restrictive covenant contained in this Section 4.4 is a covenant independent of any other provision of this Agreement, Employee will not directly or indirectly (i) operate, develop or own and the existence of any interest other than the ownership of less than five percent (5%) claim which such Management Investor may allege against any of the equity securities of a publicly traded companyCompanies, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual whether based on this Agreement or otherwise, between shall not prevent the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee enforcement of this covenant. Each of the Company, Management Investors agrees that a breach by him of this Section 4.4 shall cause irreparable harm to the Companies and their Affiliates and that the Companies' and Holdings Corp.'s remedies at law for any breach or its subsidiaries or affiliates; or (v) solicit threat of breach by any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any Management Investors of the provisions of this Section 4 constitutes 4.4 shall be inadequate, and that the Companies or Holdings Corp. shall be entitled to an unreasonable injunction or otherwise unenforceable restriction against Employee, the provisions injunctions to prevent breaches of this Section 4 4.4 and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which the Companies may be entitled at law or in equity. The length of time for which this covenant not to compete shall be rendered void in force shall not include any period of violation or any other period required for litigation during which any of the Companies seeks to enforce this covenant. In the event that this covenant not to compete shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent that such judicial determination finds such provisions in all other aspects as to which it may be unreasonable or otherwise unenforceable. In this regardenforceable, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed all as determined by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of court in such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectaction.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) I understand that Parent is engaged worldwide in the development, production and agrees commercialization of drug delivery and other products based on platform technologies. As of the Effective Time, I agree that I will not, during my employment with Parent, render (as a provider of services, consultant or otherwise) any services related to the Company business of Parent to anyone other than Parent. (b) In the event of: (i) the termination of my employment with Parent (other than termination by reason of death or Disability) by me for any reason (whether voluntary on my part, or involuntary) other than Good Cause; or (ii) the termination of my employment with Parent (other than termination by reason of death or Disability) by Parent for Cause, I agree that during the term hereof and for a period expiring two years of twelve (12) months from the date of such termination, I will neither: (i) engage directly for myself, or in conjunction with or on behalf of any person or entity, or otherwise own, manage, operate, control, acquire, hold any interest in, or participate in the ownership, management, operation or control of any person or entity engaged in the development, production or commercialization of systems for the delivery of therapeutic drugs to the tissues in the posterior segment of the eye (the "REAR-OCULAR DRUG DELIVERY BUSINESS"), nor (ii) work for or become employed by or associated with (in any capacity, including without limitation officer, director, employee, partner, stockholder, owner, member, proprietor, consultant, investor, salesperson, co-owner, trustee, promoter, technician, engineer, analyst, agent, representative, distributor, supplier, lender, advisor or manager) any person or entity that is engaged in the Rear-Ocular Drug Delivery Business (the activities set forth in (i) and (ii) (as modified by the following paragraph) are collectively referred to as the "RESTRICTED ACTIVITIES"). Notwithstanding the foregoing, Parent accepts that nothing in this Section 3(b) shall prevent Executive from and after the date six (6) months after termination of Executive's employment from engaging in activities predominantly academic (and not commercial) in nature, including without limitation teaching, lecturing, writing and publishing articles or engaging in research; provided that (I) unless approved by Parent in writing or otherwise described below, Executive receives no compensation (including without limitation salary, benefits, bonus, profit sharing, dividends, commissions, gifts, gratuities, or any other payments, whether in cash or otherwise, present or future) whatsoever for such activities, other than reimbursement of expenses, for any period in which he is receiving severance payments from the Parent under this Agreement, his employment agreement with Parent or any other agreement between Executive and Parent, except where the payment of compensation is required by the academic institution and Executive agrees in writing to donate the full amount of such compensation to a registered charitable organization; and (II) in the course of engaging in such activities Executive does not breach his obligations under this Agreement, including without limitation any obligations under Sections 4 and 5 herein. Within six (6) months after the termination of my employment for the reasons set forth above, Parent may at its sole discretion extend my obligations under this Section 3(b) for an additional twelve-month period; provided that in such a case Parent will pay me an amount equal to my annual base salary as of the date of termination, to be paid in equal monthly installments over such additional twelve-month period. (c) In the event of the termination of my employment with Parent (other than termination by reason of death or expiration Disability) (x) by me for Good Cause, or (y) by Parent for any reason other than for Cause, I agree that, at Parent's option, exercisable by written notice given: (i) not less than 30 days after Parent receives notice of such termination by me hereunder; and/or (ii) at the time of such termination by Parent hereunder; and/or (iii) with respect to a follow-on notice to Executive, no later than six months after the termination of my employment with Parent hereunder, for a period of up to twenty-four (24) months from the date of such termination, as specified in Parent's notice or notices, I will not engage in any Restricted Activities; provided that in such case Parent will pay me an amount equal to 1/24th of $800,000 for each month in the period specified, which amount may be offset against any severance or other payments owed to me in connection with the termination of my employment as described in this Section 3(c). I understand that any payments made to me pursuant to the preceding sentence are made in consideration of my not engaging in any Restricted Activities or otherwise violating the terms of this Agreement, Employee will not and that, in addition to any other rights or remedies available to Parent at law or in equity, Parent shall have the right to terminate such payments if, and only if, I engage in Restricted Activities during the specified period or otherwise violate the terms of this Agreement and such conduct continues following my receipt of written notice from the Company that describes the basis for the Company's contention that I have engaged in Restricted Activities or otherwise violated the terms of this Agreement. I understand that the Company may provide more than one written notice to extend the noncompete period under this Section 3(c), provided that such notices are sent within the six (6) month period after the termination of my employment. (d) My obligations under this Section 3 shall extend to all geographical areas of the world in which Parent, or any of its related companies, is offering its services, either directly or indirectly indirectly, through licenses or otherwise, during the time period specified in this Section 3. (e) I further agree that while I remain employed by Parent and for the duration of any period during which I am prohibited from engaging in the Restricted Activities pursuant to this Section 3, I will not, on behalf of myself or any other person or entity, (i) operatecompete for, develop or own engage in the solicitation of, or attempt to divert or take away from the Company, Parent or any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded companytheir affiliates, in any business which has significant (viewed in relation to the business customer of the Company) activities relating to , Parent or any of their affiliates who has done business with the ownershipCompany, management Parent or operation ofany of their affiliates, or consultation regarding an HVAC service and replacement company (an "HVAC Business")as the case may be, during the period of my employment by Parent; (ii) compete for, solicit or attempt to divert or take away from the Company, Parent or any of their affiliates, any prospective customer that has within the twelve (12) month period prior to such termination, expressed an interest in doing business with the Company, Parent or any of their affiliates and about which I learned during my employment with Parent; or (iii) hire or engage or attempt to hire or engage any individual, or attempt to induce an individual to terminate their employment or other service arrangement, who was an employee of or other service provider to the Company, Parent or any of their affiliates at any time during the twelve (12) month period prior to my termination from employment. (f) Further, while I remain employed by Parent and for the duration of any period during which I am prohibited from engaging in the Restricted Activities pursuant to this Section 3, I shall not, directly or indirectly, make or cause to be made to any Person any disparaging, derogatory or other negative statement about the Company, Parent or any of their affiliates, including their businesses, products, services, policies, practices, operations, employees, sales representatives, agents, officers, members, managers or directors. Similarly, during the period set forth in the preceding sentence, Parent shall not and shall not authorize or encourage any members of its Board of Directors or employees to directly or indirectly, make or cause to be made to any person any disparaging, derogatory or other negative statement about Executive, including the performance of his duties on behalf of the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreementcircumstances surrounding his separation from employment. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee(g) I REPRESENT AND WARRANT THAT THE KNOWLEDGE, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regardSKILLS AND ABILITIES I POSSESS ARE SUFFICIENT TO PERMIT ME, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. MoreoverIN THE EVENT OF TERMINATION OF MY EMPLOYMENT WITH PARENT FOR ANY REASON, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceableTO EARN, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectFOR A PERIOD OF UP TO TWENTY-FOUR (24) MONTHS FROM SUCH TERMINATION, A LIVELIHOOD SATISFACTORY TO ME WITHOUT VIOLATING ANY PROVISION OF SECTION 3 HEREOF, FOR EXAMPLE BY USING SUCH KNOWLEDGE, SKILLS AND ABILITIES, OR SOME OF THEM, IN THE SERVICE OF A PERSON OR ENTITY WHO OR WHICH DOES NOT COMPETE WITH PARENT AS DESCRIBED HEREIN.

Covenant Not to Compete. 4.1 Employee hereby (a) Other than with respect to those certain projects listed on Exhibit B, each Extended Seller Party agrees that, for a period of two years following the Closing Date with respect to the covenants set forth in clause (i) and agrees with the Company that during the term hereof clause (ii) below and for a period expiring two years after of one year following the termination or expiration Closing Date with respect to the covenants set forth in clause (iii) below (the “Restricted Period”), neither such Extended Seller Party nor any Affiliate of this Agreement, Employee will not directly or indirectly such Extended Seller Party shall (i) operateserve as an officer, develop director, or own employee or consultant of, or hold or acquire any direct or indirect ownership interest in, or manage, lease, develop, or otherwise have any financial interest (directly or indirectly, including through a corporation, partnership, trust, or other than entity in which such Extended Seller Party owns or has a beneficial interest, or through such Extended Seller Party’s spouse or children under the ownership age of less than five percent 25) in any Person that develops, owns, manages, leases, or provides property to a Person that performs outpatient surgery, including an ambulatory surgery center, hospital, or physician practice that provides outpatient surgery services at such Person’s offices or any practice entity affiliated with a Competing Business (5%defined below) (e.g., a “friendly PC” or a practice organized under Section 5.01(a) of the equity securities of a publicly traded companyTexas Medical Practices Act, in any business which has significant (viewed in relation to the business Section 162 of the Company) activities relating to the ownership, management or operation ofTexas Occupations Code, or consultation regarding an HVAC service and replacement company any equivalent, predecessor, or successor statute or rule) (an "HVAC a “Competing Business"”), within the Restricted Area; (ii) compete with directly or indirectly solicit the Company or its subsidiaries and affiliates in the operation or development members of any HVAC Management Company, to, directly or indirectly, invest in, manage, become employed by, recruit, lend money to, or act as an agent or consultant to, any Competing Business within fifty (50) miles of any HVAC Business owned by the CompanyRestricted Area; or (iii) be directly or indirectly solicit any individuals who are or were employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of Management Company during the six-month period prior to the Closing Date to become employed by any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityCompeting Business; provided, however, that this provision no Extended Seller Party shall be prevented from (A) maintaining staff privileges at any healthcare facility, (B) providing professional surgical services and earning a professional fee thereon (but not acting as an owner or having a compensation or financial relationship) in any other ambulatory surgical center or hospital, (C) performing any in-office procedures under local anesthesia that does not require the presence of an anesthesiologist or a certified registered nurse anesthetist, or (D) owning less than 1% of the voting stock of a publicly-held company that owns or operates one or more healthcare facilities. This restriction shall not apply prohibit an Extended Seller Party from hiring any employee of any Management Company if Employee's employment hereunder is terminated without cause prior the employee of such Management Company responds to an advertisement to the expiration general public or is approached by a third-party employee-search firm (so long as the employee-search firm was not directed to do so by a Seller). A breach of the covenants in this Section 6.1 might result in material damages to the Company and Buyer and shall entitle Buyer to recover damages in addition to the other remedies and rights provided in this Agreement. 4.2 If a judicial determination is made that any of the provisions . For purposes of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee6.1, “Restricted Area” means (x) with respect to each Seller other than Elite, within 10 miles of the provisions real property premises leased, as of this Section 4 shall be rendered void only the Closing Date, to the extent that such judicial determination finds such provisions Company and (y) with respect to be unreasonable or otherwise unenforceable. In this regardElite, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion within five miles of the territory or prohibited business activity from real property premises leased, as of the coverage of this Section 4 and to apply the provisions of this Section 4 Closing Date, to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectCompany.

Covenant Not to Compete. 4.1 Employee To further ensure that SurModics receives the expected benefits of acquiring the Shares, each of the Key Employees hereby agrees that, during the Non-Compete Period, except for the covenants and agrees with restrictions contained in SECTION 7.5(d) hereof which will last indefinitely, each of the Company that during the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee Key Employees will not at any time directly or indirectly indirectly: (a) own, operate, invest in, lend money to, consult with, render services to, act as agent for, acquire or hold any interest in (i) operate, develop any business of any nature that competes with any business owned or own any interest other than the ownership of less than five percent (5%) operated by NorMedix as of the equity securities Closing Date or (ii) any corporation, partnership, association or other entity of any nature that owns, operates or has an interest in any business described in the immediately preceding clause (i) (except that nothing herein will prohibit any Seller from owning not more than one percent of the outstanding shares of any class of stock of a publicly corporation if such class of stock is regularly traded companyon a recognized national securities exchange); (b) solicit, request, advise or induce any present or potential customer, supplier or other business contact of NorMedix to cancel, curtail or otherwise adversely change its relationship with NorMedix; (c) criticize or disparage in any manner or by any means (whether written or oral, express or implied) NorMedix or any aspect of NorMedix’s management, policies, operations, products, services, practices or personnel; (d) use any name to promote a separate business that includes (i) the words “NorMedix” or “GMedix” or any confusingly similar combination or variation of either, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management geographical area or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete any other name that implies a connection or affiliation with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty NorMedix; or (50e) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt employ or attempt to disrupt employ any past, present person who is now or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier later becomes an officer or employee of the Company, NorMedix or its subsidiaries otherwise interfere with or affiliates; disrupt any employment relationship (contractual or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managersother) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityNorMedix; provided, however, that this provision the foregoing shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If prohibit a judicial determination is made that Seller or any of the provisions its Affiliates or Subsidiaries from hiring any former employee of this Section 4 constitutes an unreasonable NorMedix whose employment with SurModics or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectNorMedix has been involuntarily terminated.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees In order to ensure that Purchaser will realize the benefits of the transactions contemplated hereby, the Sellers agree with Purchaser that the Company that during the term hereof and Sellers will not, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, trustee, custodian, fiduciary, lender, or security holder of any company, business, or entity, or otherwise: (a) for a period expiring two of three (3) years after following the termination Closing Date, engage in, or expiration of this Agreementfinance or provide financial assistance with respect to the Business currently conducted by the Seller, Employee will not directly or indirectly (i) operateexcept for the business currently conducted by Xxxxxxxxxxxx.xxx, develop or own any interest other than a California corporation, in the Restricted Territory; provided, however, that, the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities of actively traded on a publicly traded companynational securities exchange or over- the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this section; (b) for a period of three (3) years following the Closing Date, directly or indirectly: (i) induce any Person which is a customer of Seller to patronize any business which has significant (viewed directly or indirectly in relation to competition with the business of Business in the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")Restricted Territory; (ii) compete with canvass, solicit, or accept from any Person which is a customer of the Company or its subsidiaries and affiliates Business in the operation Restricted Territory, any such competitive business; or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be request or advise any Person which has a business relationship with the Business in the Restricted Territory to withdraw, curtail, or cancel any such Person's business with the Business; (c) for a period of three (3) years following the Closing Date, directly or indirectly employ, or solicit the employment of, any person (other than the Shareholders) who was employed by Seller or consult with any business which owns, manages the Purchaser Companies at or operates an HVAC Business within fifty the prior six (506) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Companymonths, or its subsidiaries or affiliates, and in any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit manner seek to induce any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, such person to leave their employment with the Company his or its subsidiaries or affiliates, or hire any such employee to work in any capacityher employment; provided, however, that this provision shall not apply if Employee's employment hereunder the Shareholders may hire any employee that is terminated without cause prior to by Purchaser; and (d) at any time following the expiration of Closing Date, directly or indirectly, in any way utilize, disclose, copy, reproduce, or retain in its or their possession Seller's proprietary rights or records, included in the Agreement. 4.2 If a judicial determination is made that Assets, including, but not limited to, any of its customer lists. Seller expressly agrees that Purchaser has a legitimate business interest justifying the provisions existence of this Section 4 constitutes an unreasonable 7.12. Seller acknowledges that Seller may be exposed to: (i) certain information and document of Purchaser that derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable, by proper means, by other persons who can obtain economic value from its disclosure or use which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (the "Trade Secrets"); and (ii) valuable confidential business and professional information of Purchaser that does not otherwise unenforceable restriction against Employeequalify as Trade Secrets of Purchaser; and (iii) substantial relationships of Purchaser with specific prospective or existing customers, and clients of Purchaser; and (iv) the customer, and client goodwill associated with Purchaser's businesses. Purchaser and the Sellers have carefully considered the nature and extent of the restrictions imposed by this Section 7.12 (collectively, the provisions "Restrictive Covenant") and the rights and remedies conferred upon Purchaser under the Restrictive Covenant and hereby expressly acknowledge and agree that: (i) any restricted period and the Restricted Territory and all other restrictions contained in the Restrictive Covenant are designed to eliminate competition which would otherwise be unfair to Purchaser; (ii) the Restrictive Covenant is reasonable and necessary and fully required to protect the legitimate business interests of Purchaser; (iii) Purchaser's legitimate business interests extend throughout the State of California and Purchaser currently has, customers, arrangements, and relationships throughout the State of California; (iv) the Restrictive Covenant imposes a reasonable restraint upon the Sellers; (v) any violation of the terms of the Restrictive Covenant could have a substantial detrimental effect on Purchaser's business; (vi) the Restrictive Covenant does not stifle the Sellers' inherent skill and experience; (vii) the Restrictive Covenant does not confer a benefit upon Purchaser disproportionate to the detriment to Seller; and (viii) the Sellers expressly acknowledge that the Sellers shall have the ability to practice the Sellers' profession outside of the Restricted Territory and that the Restrictive Covenant shall not inhibit the Sellers' ability to practice the Sellers' profession. The Sellers agree and acknowledge that any damages resulting from any violation of the Restrictive Covenant would be difficult to ascertain and, for that reason, the Sellers expressly agree that, in the event of any violation of the Restrictive Covenant, Purchaser shall be entitled to preliminary and permanent injunctive relief restraining any such violation of any or all of the Restrictive Covenant either directly or indirectly, from any court of competent jurisdiction, without proof of actual damages and without posting bond, and such right of Purchaser shall be cumulative and shall in no way limit any other remedies which the Purchaser Companies may have (including, without limitation, the right to seek monetary damages). Purchaser and each of the Sellers hereby agrees that Purchaser may assign, without limitation, the foregoing restrictive covenants to any successor to Purchaser's business or any of Purchaser's Companies. The Sellers hereby agree and acknowledge that Purchaser would suffer irreparable harm if any Seller violates the Restrictive Covenant, and Purchaser shall be entitled to equitable relief in the enforcement thereof, including without limitation injunctive relief. The Sellers acknowledge that the Restrictive Covenant has been called to the attention of Seller and Seller understands that the Restrictive Covenant is a material covenant of this Section 4 Agreement and that Purchaser would not have entered into this Agreement without the existence of the Restrictive Covenant. Purchaser and Seller further agree that, in the event of any litigation at law or at equity with regard to the enforcement or interpretation of the Restrictive Covenant, Purchaser shall be rendered void only entitled to be reimbursed by the Sellers for all reasonable attorneys' fees and costs which Purchaser and Purchaser's Affiliates incur, at all levels of all such litigation, including without limitation, pre trial and appellate levels, if the Purchaser receives a final and binding judgment of a court of competent jurisdiction in favor of Purchaser. If a court having jurisdiction over this Agreement shall determine that any restricted period or the Restricted Territory or any other restriction contained in the Restrictive Covenant is over broad or is unenforceable for any reason whatsoever, it is the intention of Purchaser and Seller that the Restrictive Covenant shall not thereby be terminated or void, but shall be deemed amended to the extent that required by such judicial determination finds such provisions court to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 render it valid and to apply the provisions of this Section 4 enforceable to the remaining portion of the territory or the remaining business activities not so severed greatest extent permissible by such judicial authoritycourt and the applicable law and public policy. MoreoverIf any Seller violates the Restrictive Covenant, notwithstanding and Purchaser's successors and assigns or any of Purchaser's Affiliates bring legal action for injunctive or other relief, such party bringing the fact that any provisions of this Section 4 are determined not to be specifically enforceableaction shall not, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach time involved in obtaining the relief, be deprived of such provision by Employeethe benefit of the full period of the Restrictive Covenant. The Accordingly, for any time period during which any Seller is judged by a court of competent jurisdiction to be in violation of the prohibitions set forth Restrictive Covenant, such time period shall not be included in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to calculating the aggregate quantity of time during which Employee violates such prohibitions in any respectRestricted Period.

Covenant Not to Compete. 4.1 Employee hereby covenants In consideration for your employment with the Company, which constitutes a material inducement to you to enter into this covenant not to compete, and agrees intending to be legally bound hereby, you agree that for the duration of your employment with the Company that during the term hereof and for a period expiring two years of one ( 1) year thereafter and regardless of the reason for the termination of your employment, you will not, on behalf of yourself, or on behalf of any other person, company, corporation, partnership or other entity or enterprise, as employee (in an executive or managerial capacity), consultant (providing services of an executive or managerial level or providing services in an advisory capacity to executives, managers, owners, members, or directors), proprietor, stockholder, partner, officer, or in any similar capacity, engage in any business or activity competitive with the products and services of the Company relative to the automotive aftermarket business, or any other direct or indirect subsidiary of the Company for which you have had any responsibility or about which you have received confidential information in connection with your employment (together with the Company, the “Driven Brands Companies”), as of the date of such breach if occurring during your employment or as of the last day of your employment if occurring after the termination of your employment, and which business or expiration of this Agreement, Employee will not directly or indirectly activity is located within six (i6) operate, develop or own miles from any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to ’s franchised or company-owned retail outlets, whether operated under the ownership, management name or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with trade-name of the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the CompanyDriven Brands Companies, whether or its subsidiaries not you perform or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, direct someone to leave their employment with the Company or its subsidiaries or affiliates, or hire any perform such employee to work in any capacityactivity within these geographic restrictions; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior notwithstanding anything herein to the expiration contrary and to the extent required by applicable law or regulations, nothing contained herein shall be construed to prevent you from owning less than two percent (2%) of the Agreement. 4.2 If issued and outstanding shares of a judicial determination is made publicly traded company even if that any company provides products or services competitive with the Company or the other Driven Brands Companies active in the automotive aftermarket franchise business, provided that you have no role in the management of such company. You agree that for every day you do not abide by this covenant that the covenant period shall be extended for one additional day. The provisions of this Section 4 constitutes an unreasonable section shall survive the termination hereof or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that your employment for any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectreason.

Covenant Not to Compete. 4.1 Employee hereby (a) For a period commencing from the date hereof and continuing through June 30, 2004, Seller covenants and agrees with that it will not: (i) engage, directly or indirectly, as owner, partner, stockholder, joint venturer, consultant, licensor, or in any other capacity whatsoever become financially interested, in the Company that during "Competitive Business" (as the term hereof is defined below); or (ii) directly or indirectly solicit any customer or supplier of Purchaser, or any subsidiary or affiliate of Purchaser, to cease doing business with such entity. For the purposes of this Section 10.5, the term "Competitive Business" shall mean the sale or licensing of any HBA products utilizing Host-resident Software that performs the functions of Host-side Multi-pathing or Target-side Multi-pathing, or the sale of any board-level hardware product that transmits SCSI protocol and for attaches to the server bus of a period expiring two years after General-purpose Server. However, subject to the termination or expiration limitations described in Section 13.3 of this Agreement, Employee will not nothing contained in this Section 10.5 shall prohibit Seller from being acquired by or merged with a third party that, prior to such transaction, is engaged, directly or indirectly (i) operateindirectly, develop or own any interest other than in the ownership of less than five percent (5%) Competitive Business. Further, nothing contained in this Section 10.5 shall prohibit Seller from continuing to utilize and exploit the Excluded Assets after the Closing, provided that Seller shall comply with all of the equity securities other provisions of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers this Agreement and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, set forth on the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. Exhibits and/or Schedules hereto. (b) The time period during which the prohibitions restrictions set forth in this Section 4 shall apply 10.5 shall be tolled effective within all cities, counties and suspended states of the United States and all other countries in which either Purchaser or Seller has engaged in licensing or sales activities or otherwise conducted business or selling or licensing efforts during the one year prior to the Closing Date. (c) Nothing contained in this Section 10.5 shall prohibit Seller from owning up to one percent (1%) of the outstanding shares of any class of equity securities of a corporation engaged in any such prohibited activity whose securities are listed on a national securities exchange or quoted daily in the over-the-counter listings of The Wall Street Journal. Notwithstanding the foregoing, the investment right described in this Section 10.5(c) shall in no way limit or supercede Seller's obligation to refrain from engaging in the Competitive Business pursuant to Section 10.5(a) hereof. (d) Seller agrees that the time period provided for, and the geographical area encompassed by, the covenants contained in this Section 10.5 are necessary and reasonable in order to protect Purchaser in the conduct of the Competitive Business and the utilization of the assets, tangible and intangible, including the goodwill of Seller relating to the Competitive Business, acquired by virtue of this Agreement. (e) If any court having jurisdiction at any time hereafter shall hold any provision or clause of this Section 10.5 to be unreasonable as to Employee its scope, territory or term, and if such court in its judgment or decree shall declare or determine that scope, territory or term which such court deems to be reasonable, then such scope, territory or term, as the case may be, shall be deemed automatically to have been reduced or modified to conform to that declared or determined by such court to be reasonable. (f) It is expressly agreed that monetary damages would be inadequate to compensate Purchaser for a period equal any breach by Seller of Seller's covenants as set forth in this Section 10.5 and, accordingly, that in the event of any breach or threatened breach by Seller of any such covenant, Purchaser will be entitled to the aggregate quantity of time during which Employee violates such prohibitions seek and obtain preliminary and permanent injunctive relief in any respectcourt of competent jurisdiction, in addition to any other remedies at law or in equity to which Purchaser may be entitled.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees acknowledges that during her employment with the Company she, at the expense of the Company, will be specially trained in the business of the Company, will establish favorable relations with the customers, clients and accounts of the Company or any subsidiary, parent or affiliate of the Company and will have access to Intellectual Property, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company. Therefore, in consideration of such training and relations, and in consideration of her employment with the Company, and to further protect the Intellectual Property, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company, Employee agrees that during the term hereof and for a period expiring two years commencing on the date set forth in Section 1 of this Agreement and ending on the later of (i) one year from and after the date of the voluntary or involuntary termination of such employment for any or expiration no reason (including, without limitation, a termination due to the fulfillment of the then-current term of this Agreement pursuant to Section 12(a) of this Agreement), Employee and (ii) the third anniversary of the date of set forth in Section 1, provided, however, that in either event the Company shall have the option to extend such period of time by an additional one year period by electing to continue to pay Employee’s salary at the time of termination (including, without limitation, a termination due to the fulfillment of the then-current term of this Agreement pursuant to Section 12(a) of this Agreement), payable bi-monthly in arrears, she will not not, directly or indirectly indirectly, without the express written consent of the Company, except when and as requested to do in and about the performing of her duties under this Agreement: (a) own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, member, principal, employee, agent, representative, consultant or independent contractor of, or in any way assist, any individual or entity in the conduct of any business that (1) trades, markets, sells or distributes propane gas (at retail, wholesale or otherwise), gathers, processes, stores, transports, trades, markets or distributes natural gas or liquefied by-products of natural gas or petroleum (at retail, wholesale or otherwise) or sells, services and installs parts, appliances or supplies related thereto, and (2) is located in or doing business within a fifty (50) mile radius of (i) operateany current business location of the Company or any subsidiary, develop parent or affiliate of the Company or (ii) any future business location of the Company or any subsidiary, parent or affiliate of the Company if the Company or its subsidiary, parent or affiliate had commenced business operations at such future business location before Employee had engaged in competing business operations within fifty (50) miles of such future business location; (b) divert or attempt to divert clients or customers (whether or not such persons have done business with the Company or any subsidiary, parent or affiliate of the Company once or more than once) or accounts of the Company or any subsidiary, parent or affiliate of the Company; or (c) entice or induce or in any manner influence any person who is or shall be in the employ or service of the Company or any subsidiary, parent or affiliate of the Company to leave such employ or service for the purpose of engaging in a business that may be in competition with any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company. Notwithstanding the foregoing provisions, Employee may (i) take action for, on behalf of, and at the direction of the Company pursuant to a written agreement with the Company or otherwise, and (ii) own any interest other than the ownership of less than up to five percent (5%) of the outstanding equity securities of a publicly traded company, in any business which has significant corporation or entity (viewed including, but not limited to, units in relation to the business of the Companya master limited partnership) activities relating to the ownership, management that is listed upon a national stock exchange or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates actively traded in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreementover-the-counter market. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby Each of the Sellers covenants and agrees with Teltrend that it will not either on its own account or in conjunction with or on behalf of any other Person or Persons, whether directly or indirectly, for the Company that period of: (a) three years from the Closing Date, solicit or endeavour to solicit in respect of any goods designed, manufactured or distributed, or any services offered, by or on behalf of the Business the custom of any Person which was at the Closing Date, or which during the term hereof and for period of 12 months prior to the Closing had been, a period expiring two years after the termination customer or expiration client of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) member of the equity securities 3Net Group or the Business in respect of such goods and/or services; (b) 18 months from the Closing Date, solicit or entice away, or endeavour to solicit or entice away, from Teltrend, the Company, any Subsidiary or the Business any Person who was at the Closing Date, or who during the period of six months prior to the Closing Date had been, employed by any member of the 3Net Group or the Business, whether or not such Person would commit a publicly traded companybreach of his or her contract of employment by reason of leaving service, save that this clause shall not apply to any individual employed by any member of the 3Net Group or the Business in a purely secretarial or non-managerial administrative role; and (c) three years from the Closing Date, carry on or be engaged, concerned or interested in any business which has significant competes with the Business (viewed other than as a holder of securities listed or dealt in on a recognized investment exchange provided that such holding shall not exceed five percent of the class of securities of which the said holding forms part). Each of the undertakings contained in this SECTION 5.9 is a separate undertaking by each Seller in relation to the business itself and its interests and shall be enforceable by Teltrend separately and independently of its right to enforce any one or more of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service other covenants contained in this SECTION 5.9 and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire event that any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 undertaking shall be rendered void only to the extent that such judicial determination finds such provisions found to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall void but would be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory valid if some part were deleted or the remaining business activities not so severed by period or area of application were reduced, then such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 undertaking shall apply shall with such modification as may be tolled necessary to make it valid and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respecteffective.

Covenant Not to Compete. 4.1 (a) In partial consideration for the Company's agreement to provide Employee hereby covenants access to Confidential Information and agrees with the Company that during the term hereof and for a period expiring two years after the termination or expiration of other benefits provided by this Agreement, Employee will not directly agrees that while employed by the Company and until the later to occur of one (1) year after the termination of such employment (for any reason) or indirectly the date on which the Company is no longer obligated to make payments to Employee under this Agreement (the "Restricted Period"), Employee shall not, unless Employee receives the prior written consent of the Board, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any Person that competes with any member of the Company Group in the (i) operatepurchasing, develop selling, brokering or own marketing of natural gas, including, without limitation, locating buyers and sellers, preparing and negotiating purchase and sales contracts with the natural gas producers from which any interest other than the ownership of less than five percent (5%) member of the equity securities Company Group purchased natural gas, or any customer of a publicly traded company, in any business which has significant (viewed in relation to the business member of the Company) activities relating Company Group to which such member has sold gas during the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")12-month period preceding the termination of such employment; (ii) compete with the gathering, treating, processing, and/or transporting natural gas within a ten (10) mile radius of any plant, equipment or facilities owned, leased (as lessor or lessee) or operated by any member of the Company or its subsidiaries and affiliates in Group as of the operation or development date of any HVAC Business within fifty (50) miles the termination of any HVAC Business owned by the Companysuch employment; (iii) be employed by treating of natural gas for the removal of carbon dioxide, hydrogen sulfide, or consult with other contaminants in the states of Texas, Louisiana, Oklahoma and any business state in which owns, manages any member of the Company Group owns or operates an HVAC Business within fifty (50) miles a natural gas treating facility as of any HVAC Business owned by the Companydate of the termination of such employment; (iv) interfere withbrokering, solicitmarketing, disrupt purchase for resale, purchase for inventory (i.e., any purchase other than immediate use in projects not otherwise restricted under the terms hereof), sale or attempt to disrupt any pastlease (as lessor) of new or used equipment for treating natural gas for the removal of carbon dioxide, present or prospective relationship, contractual or otherwise, between the Companyhydrogen sulfide, or its subsidiaries or affiliates, other contaminant; and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present owning or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) operating of a business or facility that is engaged or will engage in the Company, business of fabricating new or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacityrefurbishing used amine-treating facilities; provided, however, that this provision shall not apply if following Employee's termination of employment hereunder is terminated without cause prior the foregoing restriction shall apply only to the expiration (A) those areas where any member of the AgreementCompany Group was actually doing business on the date of such termination of employment and (B) those areas in respect of which any member of the Company Group actively and diligently conducted at any time during the 12-month period ended on such date of termination an analysis to determine whether or not it would commence doing business in such areas but, in the case of each such area the foregoing restriction shall cease to apply when each member of the Company Group ceases to actively conduct business (disregarding any temporary stoppages) in such area or, if applicable, abandons its intent to conduct business in such area. 4.2 If a judicial determination is made that any of (b) Employee has carefully read and considered the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee5.2 and, having done so, agrees that the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions restrictions set forth in this Section 4 5.2 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company Group and their respective officers, directors, employees, creditors, partners, members and stockholders. Employee understands that the restrictions contained in this Section 5.2 may limit his ability to engage in a business similar to the business of any member of the Company Group, but acknowledges that he will receive sufficiently high remuneration and other benefits from the Company hereunder to justify such restrictions. (c) During the Restricted Period, Employee shall apply not, whether for his own account or for the account of any other Person (excluding the members of the Company Group), intentionally (i) solicit, endeavor to entice or induce any employee of any member of the Company Group to terminate his employment with such member or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Company Group. (d) It is specifically agreed that the Restricted Period, during which the agreements and covenants of Employee made herein shall be tolled and suspended as to effective, shall be computed by excluding from such computation any time which Employee for a period equal is in violation of any provision of this Section 5.2. (e) In the event that any provision of this Section 5.2 relating to the aggregate quantity Restricted Period and/or the areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time during which Employee violates period or areas such prohibitions in any respectcourt deems reasonable and enforceable, the Restricted Period and/or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period and/or areas.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) During the Employment Term and for a period of three (3) years thereafter (whether Executive's employment shall have ended by reason of the expiration of this Agreement or otherwise, and which period is hereinafter referred to as the "Restricted Period"), Executive shall not, directly or indirectly, engage in any business anywhere in the Restricted Territory (as hereinafter defined) either as a stockholder, officer, manager, employee, agent, representative, consultant, partner, member, proprietor or principal in any other capacity, in any business engaged in the wholesale and/or retail sub-prime mortgage lending business or net branch banking or in the consumer indirect lending area (the "Restricted Activities"), or directly or indirectly, own any interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as a partner, stockholder, member, proprietor, other principal, consultant or otherwise, any person that otherwise competes with respect to the Restricted Activities with the Company or such Subsidiaries, including the Bank. As a separate and independent covenant, the Executive further agrees with the Company that that, during the term hereof and for a period expiring two years after Restricted Period, the termination or expiration of this Agreement, Employee Executive will not in any way, directly or indirectly indirectly, for the purpose of conducting or engaging in the Restricted Activities, solicit, advise or otherwise do, or attempt to do, business with any customers of the Company or its affiliates with whom the Company or its affiliates had any dealings during the one (i1) operateyear period immediately preceding such solicitation or take away or interfere or attempt to interfere with any employee (or person who was an employee during the six (6) month period preceding the date of attempted hiring or recruitment), develop customer, trade, business or own patronage of the Company or its affiliates, or induce or attempt to induce any interest other than of them to leave the employ of the Company or its affiliates, or violate the terms of their contracts, or any employment arrangements, with the Company or its affiliates. Notwithstanding anything herein to the contrary, the ownership by Executive of less not more than five percent (5%) of the equity any class of outstanding securities of an issuer listed on a publicly national securities exchange or regularly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.over-the-counter market

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and As an inducement for a period expiring two years after the termination or expiration of Purchaser to enter into this Agreement, Employee will not directly or indirectly Seller agrees that: (ia) operatefrom and after the Closing and continuing for two years from the Closing Date, develop or own any interest other than or, if later, for two years following the ownership termination of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their Seller's employment with the Company or any of its subsidiaries Affiliates, neither Seller nor any of his Affiliates shall directly or affiliatesindirectly: (i) engage or participate, in any state in the United States or in any country other than the United States, in each case, in which the Company or the Subsidiary has done business, as an owner, partner, shareholder, consultant or (without limitation by the specific enumeration of the foregoing) otherwise in any business which is competitive with the Company's or the Subsidiary's business, or hire the business of their respective Affiliates as conducted on the Closing Date or as planned to be conducted on the Closing Date; or (ii) solicit any such employee customer of the Company, the Subsidiary or Purchaser or their respective Affiliates that has been a customer of the Company, the Subsidiary or Purchaser, or their respective Affiliates, within the preceding five years, to work purchase from any source other than the Company or the Subsidiary any service which could be supplied by the Company or the Subsidiary; Nothing in this Section 4.5 shall be deemed in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior way to permit competition with the expiration business of the AgreementCompany or the Subsidiary at any time during which Seller is employed by Purchaser or any of its Affiliates. 4.2 If a judicial determination is made that (b) other than through general advertisement solicitation, take any actions which are calculated to persuade any salaried, technical or professional employees, representatives or agents of the provisions Company to terminate their association with the Company. (c) in the event of this any breach of Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee4.5(a), the provisions time period of this Section 4 the breached covenant shall be rendered void only to extended for the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach period of such provision by Employeebreach. The Seller acknowledges that the territorial, time period during which the prohibitions and scope limitations set forth in this Section 4 shall apply shall 4.5 are reasonable and are required for the protection of Purchaser and if any such territorial, time or scope limitation is deemed to be tolled unreasonable by a court of competent jurisdiction, Purchaser and suspended as to Employee for a period equal Seller agree to the aggregate quantity reduction of any of said territorial, time during which Employee violates or scope limitations to such prohibitions in any respectan area, period or scope as said court shall deem reasonable under the circumstances.

Covenant Not to Compete. 4.1 Employee hereby (a) For a period beginning with the termination of Executive's employment with the Company for any reason (except for termination by Executive for Good Reason, subsequent to which this Section 11 shall not apply), whether by Executive or by the Company, and continuing until the expiration of twelve (12) months from the date of termination, Executive covenants and agrees with the Company that during the term hereof and for a period expiring two years after the termination he or expiration of this Agreement, Employee she will not not: (i) directly or indirectly (i) operatesolicit, develop entice or own induce any interest other than the ownership of less than five percent (5%) client, customer, or provider of the equity securities of Company or its affiliates to become a publicly traded companyclient, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation ofcustomer, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete provider of any other person, firm or corporation with respect to services then provided by the Company or its affiliates or to cease doing business with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and Executive shall not approach any customersuch person, clientfirm or corporation for such purpose or authorize or knowingly approve the taking of such actions by any other person; or (ii) solicit, supplier entice or induce any person who presently is or at any time during the term hereof shall be an employee or agent of the CompanyCompany to become employed or retained by any other person, firm or its subsidiaries corporation or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment or relationship with the Company, and Executive shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person, or do any other act that may result in the impairment of the relationship between any such employee or agent and the Company. For purposes of this Section 11, Executive will be deemed to be directly or indirectly engaged in such business or line of business if he or she is engaged, or if he or she is actively negotiating or preparing to engage, in an endeavor or enterprise as a proprietor, partner, joint venturer, stockholder, director, officer, lender or other provider of financial assistance, manager, employee, consultant, or agent, or if he or she otherwise controls such endeavor or enterprise. Nothing in the foregoing shall prohibit Executive from engaging in any business that is not in competition with the Company or its subsidiaries affiliates after termination of employment with the Company, or investing in the securities of any corporation having securities listed on a national securities exchange, provided that such investment does not exceed 5% of any class of securities of any corporation engaged in business in competition with the Company or its affiliates, and provided that such ownership represents a passive investment and that neither Executive nor any group of persons including him or hire her, in any way, either directly or indirectly, manages or exercises control of any such employee corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his or her rights as a shareholder, or seeks to work do any of the foregoing. (b) Executive represents (i) that his or her experience and capabilities are such that the restrictions contained herein will not prevent him or her from obtaining employment or otherwise earning a living at the same general economic benefit as reasonably required by him or her and (ii) that he or she has, prior to the execution of this Agreement, reviewed this Agreement thoroughly with his or her legal counsel or has knowingly waived the opportunity to do so. (c) Executive acknowledges that the restrictions contained in Sections 9, 10 and 11 are reasonable and necessary to protect the legitimate business interests of the Company and that the Company would not have entered into this Agreement in the absence of such restrictions. By reason of the foregoing, Executive agrees that if he or she violates any of the provisions of Sections 9, 10 or 11, the Company would sustain irreparable harm and, therefore, irrevocably and unconditionally (i) agrees that in addition to any other remedies which the Company may have under this Agreement or otherwise, all of which remedies shall be cumulative, the Company shall be entitled to apply to any court of competent jurisdiction for preliminary and permanent injunctive relief and other equitable relief, (ii) that such relief and any other claim by the Company pursuant hereto may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have subject matter jurisdiction or will not accept jurisdiction, in any capacitycourt of general jurisdiction in the Commonwealth of Pennsylvania; (iii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iv) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions hereof. In the event that any of the provisions of Sections 9, 10 or 11 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, other limitations permitted by applicable law. (d) Executive agrees that the Company may provide a copy of Sections 9, 10 and 11 to any business or enterprise (i) which Executive may directly or indirectly own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or (ii) with which he or she may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which he or she may use his or her name or permit his or her name to be used; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior as to the Subsection (a) after expiration of the Agreementtime periods set forth therein or with respect to any activities, entities or persons excluded by the terms hereof. Executive will provide the names and addresses of any of such persons or entities as the Company may from time to time reasonably request. 4.2 If a judicial determination is made (e) In the event of any breach or violation of the restriction contained in Subsection (a) above, the period therein specified shall abate during the time of any violation thereof and that portion remaxxxxx at the time of commencement of any violation shall not begin to run until such violation has been fully and finally cured. (f) In the event any court of competent jurisdiction determines that any of the foregoing provisions of this Section 4 constitutes an is unreasonable or otherwise unenforceable restriction against Employeecontrary to law with respect to their time or geographic restriction, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regardboth, the parties hereto authorize such court to substitute such restrictions as it deems appropriate without invalidating this Section 11 or this Agreement. (g) Executive hereby agree acknowledges and agrees that any judicial authority construing the Company's agreement to enter into this Agreement shall be empowered to sever any portion of on the territory or prohibited business activity from terms and conditions set forth herein, and the coverage of this Section 4 basic compensation, annual bonus and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreoverseverance benefits, notwithstanding the fact that any provisions of this Section 4 are determined not if any, to be specifically enforceablepaid to him or her hereunder, individually constitutes good and valuable consideration for the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions covenant set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectSubsection (a) above.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and (a) Each Shareholder will not, for a period expiring two of five years after following the termination or expiration of this AgreementClosing Date (the "Restricted Period"), Employee will not compete, directly or indirectly indirectly, with Xxxxxxx in the development, sale or support of M Technology software. (ib) operateA Shareholder shall be deemed to be competing, develop directly or indirectly, as described in paragraph (a) hereof if such Shareholder shall engage, directly or indirectly, in any of the business covered thereby, whether for its own account or that of any other person, firm, corporation, partnership or other business entity, and whether its participation shall be as a stockholder, general or limited partner, or investor possessing an ownership interest other than the ownership of less than exceeding five percent (5%) in any such entity, or as a director, officer, employee, principal, agent, lender or in any other capacity. (c) During the Restricted Period, each Shareholder shall not, directly or indirectly: (1) solicit, divert, take away or induce customers (wherever located) of Xxxxxxx to avail himself or itself of the equity securities services or products of a publicly traded companyothers which are competitive with any of Xxxxxxx'x services or products or (2) solicit, employ or in any business which has significant (viewed in relation to the business other fashion hire any employee of the Company) activities relating to the ownership, management or operation ofXxxxxxx unless such person shall have been discharged by Xxxxxxx, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of otherwise induce any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, Xxxxxxx to leave their employment with the Company employ of Xxxxxxx. Each Shareholder expressly acknowledges that damages alone will be an inadequate remedy for any breach or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration violation of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable 10.1, and that Xxxxxxx, in addition to all other remedies available at law or otherwise unenforceable restriction against Employeehereunder, shall be entitled, as a matter of right, to injunctive relief, including specific performance, with respect to any such breach or violation, in any court of competent jurisdiction. If any of the provisions of this Section 4 10.1 are held to be in any respect an unreasonable restriction upon such Shareholder, then such Shareholder shall be rendered void deemed to extend only over the maximum period of time, geographic area or range of activities as to the extent that such judicial determination finds such provisions to which they may be unreasonable or otherwise unenforceableenforceable. In this regard, the parties hereto hereby agree event that any judicial authority construing this Agreement a Shareholder shall be empowered to sever any portion in violation of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth restrictive covenants in this Section 4 shall apply 10.1, then the Restricted Period shall be tolled and suspended as to Employee extended for a period of time equal to the aggregate quantity period of time during which Employee violates such prohibitions in any respectbreach shall occur or have occurred.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees 6.1 Mr. Xxxxxxx xxxees that from the date hereof through June 30, 1998 (the "Non-Compete Period"), he will not compete with the Company that during Company. For purposes hereof, "compete" means owning, managing, operating or controlling, or participating in the term hereof and for a period expiring two years after the termination ownership, management, operation or expiration of this Agreementcontrol, Employee will not directly or indirectly (i) operate, develop being connected with or own having any interest in, as a stockholder, director, officer, employee, agent, consultant, sole proprietor, partner or otherwise, of any business (other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to which markets and sells the ownershipfollowing products or services: teleconferencing echo cancellation products including products directly competing with the AP-800, management or operation ofbroadcast telephone products, or consultation regarding an HVAC service remote site control products, assistive listening products, and replacement company conference calling services (an each, a "HVAC Competing Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided. Provided, however, that this provision prohibition shall not apply if Employeeto ownership of less than one percent (1%) of the voting stock in companies whose stock is traded on a national securities exchange or in the over the counter market. Additionally, during the Non-Compete Period, Mr. Xxxxxxx xxxees that he will not solicit employees of the Company for the purpose of inducing them to leave the Company's employment hereunder is terminated without cause prior employ. During the Non-Compete Period, Mr. Xxxxxxx xxxees that he will not solicit the Company's customers, sales representatives, and dealers for the purpose of providing them with products or services competing with those of the Company described above. 6.2 Mr. Xxxxxxx xxx not use the name "Gentxxx" xx a part of the name, "dba", "aka", or otherwise, in any Competing Business. However, in the event the Company ceases to use the name "Gentxxx" xx the name of the Company and as a brand name, Mr. Xxxxxxx xxx freely use the name "Gentxxx" xx any time subsequent to 24 months after the Company ceases final use of the name. In the event that Mr. Xxxxxxx xxxreafter uses the name the Company may not revert to the expiration use of the Agreement. 4.2 If a judicial determination is made that any name "Gentxxx". Xn addition, Mr. Xxxxxxx xxxeby grants to the Company an irrevocable license to the use of the provisions of this Section 4 constitutes an unreasonable name "Gentxxx". Xuch license shall cover any and all intellectual property rights that Mr. Xxxxxxx xxx have in the name "Gentxxx", xncluding common law or otherwise unenforceable restriction against Employeeregistered trademarks, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable whether now existing or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employeehereafter obtained. The time period during which Company agrees that it will only use the prohibitions set forth "Gentxxx" xxme in this Section 4 shall apply shall be tolled association with products and suspended as to Employee for services of a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respecthigh quality.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) As an inducement for OH+R to enter into ----------------------- this Agreement and agrees with to sell the Company that during the term hereof and Joint Venture Interest, for a period expiring two years after of eighteen (18) months from the termination or expiration of this AgreementClosing Date, Employee will not except as OH+R may otherwise consent in writing, the Argosy Parties shall not, directly or indirectly indirectly, as principal, agent, partner, member, shareholder, trustee, consultant, independent contractor or otherwise: (i) manage, operate, develop control or own otherwise be in any interest manner affiliated or connected with, or engage or participate in the management, operation or control of any business or entity which as one of its business activities competes, directly or indirectly, with OH+R or any professional corporation or clinic with which OH+R has contracted to provide management services in providing occupational and rehabilitative health services within New England (Connecticut, Massachusetts, Rhode Island, New Hampshire, Vermont and Maine); or (ii) own, participate in the ownership of, lend money, guarantee loans, make gifts of money or other property, or otherwise lend financial or other assistance in any form to any person, firm, association, partnership, venture, corporation or other business entity which is engaged, or will within the period prescribed above engage in any of the activities prohibited by clause (i). It is intended that this covenant shall supersede in its entirety Article 10 of the Partnership Agreement, which Article 10 shall be of no further force or effect as it relates to OH+R subsequent to the Closing Date. (b) Notwithstanding subparagraph (a), if a current customer of Argosy LP or the Joint Venture other than Liberty Mutual whose principal office is outside of New England requests in writing that Argosy LP or the ownership of less than five Joint Venture, as the case may be, provide services to such customer within New England, Argosy LP or the Joint Venture, as the case may be, shall so notify OH+R in writing, and Argosy LP or the Joint Venture, as the case may be, may render such services provided that (i) such services are rendered by OH+R's personnel retained for such purposes, and (ii) Argosy LP or the Joint Venture, as the case may be, pays to OH+R on a monthly basis an amount equal to the direct costs incurred by OH+R in providing such personnel plus fifty percent (550%) of the equity securities operating profits received by Argosy LP or the Joint Venture, as the case may be, with respect to such services for such customer in New England. In determining operating profits, no deduction shall be taken for management fees, overhead allocations, depreciation, interest, amortization, taxes and similar non-operating expenses. A detailed accounting of a publicly traded companysuch operating profits shall be provided to OH+R for its review and approval. OH+R shall be permitted upon its request to inspect the books and records of Argosy LP or the Joint Venture, in as the case may be, and to ask questions of their respective partners with respect to such services and the operating profits generated thereby. (c) In furtherance of this Section 9.3 and without any business which has significant additional consideration therefor (viewed in relation except as provided below), the Joint Venture shall assign, convey, transfer and deliver to Purchaser on the business Closing Date those assets of the Company) activities relating to Joint Venture utilized by the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates Joint Venture in the operation or development of any HVAC the Business within fifty in New England, which assets are in the possession of OH+R on the Closing Date (50) miles the "NEW ENGLAND ASSETS"), free and clear of any HVAC Business owned all Liens, and the Argosy Parties shall permit OH+R to continue to use those licenses, forms and procedures utilized by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by Joint Venture in the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee operation of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work Business in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause New England prior to the expiration Closing Date. The Argosy Parties shall pay all Transfer Taxes arising out of or incurred in connection with the transfer of the New England Assets pursuant to this Agreement. The Argosy Parties shall be entitled to a credit against the Purchase Price in the amount of $5,500 in full payment for the New England Assets. At any time and from time to time after the Closing Date, the Joint Venture will execute and deliver such other instruments of conveyance and transfer as OH+R reasonably may require more effectively to convey to, transfer to, and vest in OH+R, or to put OH+R in possession of, any or all of the New England Assets. Nothing herein shall constitute an assumption by OH+R of any liabilities of the Argosy Parties with respect to the operation of the Business in New England prior to the Closing Date. 4.2 If a judicial determination is made that any of the provisions (d) In furtherance of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee9.3 and without any additional consideration therefor, the provisions Joint Venture shall assist OH+R as OH+R may reasonably request in transitioning the current customers of this Section 4 the Business in New England from the Joint Venture to OH+R (including joint communications to such customers concerning the transition so that there is no interruption in current services or in the continuity of care) and shall use reasonable efforts to encourage each of the current customers to continue doing business with OH+R after the Closing Date. No communication regarding the transition shall be rendered void only made by the Argosy Parties to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion current customer of the territory or prohibited business activity from Business without the coverage involvement and prior approval of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.OH+R.

Covenant Not to Compete. 4.1 Employee (a) In consideration of the premises and as a material inducement for the Triad Member and the DHCC Member to enter into this Agreement and consummate the transactions contemplated hereby covenants and by the Contribution Agreement, each Member and their respective Affiliates agrees with that while such Member is a member of the Company that during the term hereof and for a period expiring two of three (3) years after the termination or expiration of this Agreementthereafter, Employee it will not (other than through the Company), directly or indirectly indirectly, in any capacity, own, manage, operate, control or maintain or continue any interest whatsoever with any Competing Business except in accordance with Section 10.1(b). (b) The Member or its Affiliate desiring to directly or indirectly, in any capacity, own, manage, operate, control or maintain or continue any interest whatsoever with any Competing Business shall provide the Company sixty (60) days prior written notice describing the proposed activity or service (including its location), and including a proposed plan of implementation and financing and any other information requested by the Board of Directors In the event that the Board of Directors, after considering the proposed activity or service, does not vote within the sixty (60) day notice period to pursue the opportunity (and the Member which presents the opportunity or its representatives on the Board of Directors shall not have been the cause of the Company not pursuing the opportunity, for example, by voting “against approval’ of the opportunity, abstaining from voting or not voting), neither Member nor any of their respective Affiliates may pursue the opportunity. Notwithstanding the foregoing, if the Board of Directors fails to approve the acquisition of Integris Baptist Medical Center or Mercy Hospital, either Member (or their Affiliates) may pursue such opportunity. (c) Notwithstanding Section 10.1(a), DHCC and its Affiliates (i) operate, develop may own stock in any publicly held corporation listed on a national securities exchange or own any interest other than whose stock is regularly traded in the ownership of less than over the counter market as long as such holding at no time exceeds five percent (5%) of the equity securities total outstanding stock of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")such corporation; (ii) compete with may continue to own and operate the Company or its subsidiaries businesses, described on Schedule 10.1(c); and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) shall not be employed precluded from participating in activities that promote health care services for residents of the Communities historically served by DHCC or consult with any business its Affiliates, one or more clinics or facilities at which owns, manages free (or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by discounted based on the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Companypatient’s income, or its subsidiaries ability to pay) health care goods or affiliatesservices, and any customer, client, supplier or employee of the Companyare provided, or its subsidiaries one or affiliates; more homes or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior other facilities devoted primarily to the expiration care of the Agreementexpectant mothers or adoption-related services. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees (i) From the commencement of Executive’s employment with the Company that during until June 6, 2007 (the term hereof and for a period expiring two years after the termination or expiration of this Agreement“Restricted Period”), Employee will not directly or indirectly Executive shall not: (iA) operate, develop or own any interest other than the ownership of less than five percent engage in (5%1) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to that includes the business transportation by bulk motor freight of the Company) activities relating to the ownership, management any goods or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with products transported by the Company or its subsidiaries affiliates as of the Effective Date and the Termination Date, (2) the bulk trucking business, (3) freight brokerage related to either of the foregoing, (4) the bulk tank cleaning business, or (5) any other business in which the Company or any of its affiliates are engaged as of the Effective Date or the Termination Date (collectively, the “Company Business”) within the United States; (B) compete or participate as agent, employee, consultant, advisor, representative or otherwise in any enterprise which has any material operations engaged in the operation Company Business within the United States; or development (C) compete or participate as a stockholder, partner, member or joint venturer, or have any direct or indirect financial interest, in any enterprise which has any material operations engaged in the Company Business within the United States, except that Executive shall be allowed to invest his assets in the securities of public companies engaged in the Company Business if such holdings are passive investments which do not involve Executive’s holding with respect to any such entity the position of officer, director, employee, consultant or general partner, or owning directly or indirectly two percent (2%) or more of the stock, whether voting or not, of any HVAC Business within fifty (50) miles such entity, and which do not involve Executive becoming a secured or unsecured creditor of any HVAC Business owned by such entity; (ii) During the Company; (iii) be employed by or consult Restricted Period, Executive agrees to refrain from interfering with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, employment relationship between the Company, or its subsidiaries or affiliatesand its affiliates and their respective employees, and any customerunions, client, supplier or employee members of the Company, ’s Affiliate Program or its subsidiaries other independent owner/operators by directly or affiliates; indirectly soliciting or (v) solicit making any past, present other contact with any of such individuals to participate in independent business ventures. Executive agrees to refrain from directly or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) indirectly soliciting business from or making any other contact with any client of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or any of its subsidiaries or affiliates, or hire prospective client that has been solicited by the Company or any of its subsidiaries or affiliates within three months of the Termination Date in each case with respect to matters the constitute Company Business; and (iii) In the event of any breach of the restrictive covenants set forth in this Section 6(a), the Company shall have the right, in its sole discretion, and in addition to its right of enforcement under Section 6 hereof and any other right of enforcement or recovery available to the Company at law or equity or under this Agreement, to (A) suspend or cancel Executive’s right to exercise Executive’s outstanding stock options, (B) suspend or cancel Executive’s pending right to receive an issuance of shares in settlement of any exercise of Executive’s stock options, and/or (C) either (1) cancel all shares issued upon exercise of Executive’s stock options (with repayment to Executive of the full purchase price paid for such employee shares) or (2) require Executive to work pay to the Company in cash an amount equal to the gain realized by Executive upon exercise of any capacityExecutive’s stock options; provided, however, that this provision the foregoing shall not apply if Employee's employment hereunder is terminated without cause to any stock options exercised by Executive more than six months prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceableTermination Date. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the The Company shall nevertheless be entitled provide at least twenty days advance notice and opportunity to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in cure before exercising this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectright.

Covenant Not to Compete. 4.1 Employee hereby covenants a. In consideration for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the terms of the Confidential Information, Conflict of Interest, and Proprietary Information provisions (Paragraphs 5, 6, and 7), Executive agrees that i. during his employment with the Company that during the term hereof and for a period expiring of two years after commencing from the termination or expiration Date of this AgreementTermination (as defined in Paragraph 9), Employee Executive will not not, directly or indirectly (i) operateindirectly, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded companyas an owner, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownershipdirector, management or operation ofprincipal, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which ownsagent, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere withofficer, solicitemployee, disrupt or attempt to disrupt any pastpartner, present or prospective relationshipconsultant, contractual servant, or otherwise, between the Companycarry on, operate, manage, control, or its subsidiaries or affiliatesbecome involved in any manner with any business, and any customeroperation, clientcorporation, supplier or employee of the Companypartnership, association, agency, or other person or entity that (A) is located in North America or Europe and (B) derives at least 51 percent of its subsidiaries or affiliates; or (v) solicit any pastgross revenue from developing, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Companymanufacturing, or its subsidiaries selling graphics adapters for desktop personal computers or affiliates, to leave their from any other business in which the Company is engaged on Executive's Date of Termination; ii. during his employment with the Company and for a period of two years commencing from the Date of Termination, Executive will not, directly or its subsidiaries indirectly, either for himself or affiliatesfor any other business, operation, corporation, partnership, association, agency, or hire other person or entity, call upon, compete for, solicit, divert, or take away, or attempt to divert or take away any such of the Company's customers in North America and Europe; and iii. during his employment with the Company and for a period of two years commencing from the Date of Termination, Executive will not, directly or indirectly, cause or induce any present or future employee of the Company to work in accept employment with Executive or with any capacity; providedbusiness operation, howevercorporation, that this provision partnership, association, agency, or other person or entity with which Executive may be associated. b. If Executive is entitled to receive the Parachute Payment Amount under Paragraph 11, then the provisions of Subparagraph 8(a) shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreementapply. 4.2 If c. Any alleged breach of other provisions of this Agreement asserted by Executive will not be a judicial determination is made that any defense to claims arising from the Company's enforcement of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, Paragraph 8. d. Should Executive violate the provisions of this Section 4 shall be rendered void only to Paragraph 8, then the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during for this covenant shall automatically be extended for the period of time from which Employee violates Executive began such prohibitions in any respectviolation until he permanently ceases such violation.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with During the Company that during the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) commencing as of the equity securities of a publicly traded company, in any business which has significant Closing and ending five years thereafter (viewed in relation the "Term"): (a) In order to preserve the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service Business and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee goodwill of the Company, the Sellers will not, directly or its subsidiaries indirectly, as a partner, officer, employee, director, stockholder, proprietor, consultant, representative, agent or affiliates; otherwise become or be interested in, or associate with or render assistance to, any person engaged in the ownership, operation and/or management of a business which is engaged in the Business of the Company as conducted on the day prior to the Closing Date and in the territory where the Business of the Company and the Subsidiary is conducted. The foregoing provisions shall not, however, prohibit the ownership by the Sellers of not more than two percent (v2%) solicit of any pastclass of outstanding equity securities listed for trading on a national securities exchange or publicly traded in the over-the-counter market which engages in such Business. (b) The Sellers agree that they will not, present directly or prospective management employee (including all corporate officers indirectly, during the Term, for their own benefit or for the benefit of any other person interfere with the relationship between Buyer or any Affiliate and managersany of such persons and any representative, all regional managers and all general managers) agent or consultant of any Affiliate of the Company, Subsidiary or its subsidiaries the Buyer. (c) After the Closing, Sellers will not, and will use their best efforts to cause Sellers' Representatives not to, directly or affiliatesindirectly, use, disclose or make available to anyone (other than Buyer) any confidential information concerning the ownership and/or operation of the Business (the "Confidential Information") except as required by law, this Agreement or in connection with the defense of a claim for indemnity pursuant to this Agreement. The Confidential Information includes, without limitation, the business practices, financial information, customer and prospective customers names, leads and account information, suppliers and prospective suppliers names, leads and account information, marketing plans, mailing lists, computer programs, advertising campaigns (including, without limitation, displays, drawings, memoranda, designs, styles or devices), employee names, compensation and benefit information of Sellers pertaining to the Business. (d) The parties agree that a violation of the foregoing agreements not to compete or disclose, or any provision thereof, will cause irreparable damage to Buyer, and Buyer shall be entitled (without any requirement of posting a bond or other security), in addition to any other rights and remedies which it may have, at law or in equity, to leave their employment with an injunction enjoining and restraining Sellers and/or Sellers' Representatives from doing or continuing to do any such act or any other violations or threatened violations of this Section 4.8. (e) If one or more of the Company provisions contained in this Section 4.8 (or its subsidiaries any portion of any such provision) shall for any reason be finally held by a court of competent jurisdiction to be invalid, illegal or affiliatesunenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Section (or any portion of any such provision), but this Section shall be construed as if such invalid, illegal or unenforceable provision (or portion thereof) had not been contained in this Agreement. If, for any reason, any of the restrictions or covenants contained in this Section 4.8 is finally held by a court of competent jurisdiction to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or hire any such employee to work in any capacity; providedway construed to be too broad or to any extent invalid, however, that this such provision shall not apply if Employee's employment hereunder is terminated without cause prior be determined to the expiration be null, void or of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employeeno effect, the provisions of this Section 4 shall be rendered void only but to the extent that such judicial determination finds such provisions to it is or would be unreasonable valid or otherwise unenforceable. In this regardenforceable under applicable Law, the parties hereto hereby agree that any judicial authority construing this Agreement it shall be empowered construed and interpreted to sever any portion of provide for a covenant having the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreovermaximum enforceable geographic area, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth and other provisions (not greater than those contained in this Section 4 shall apply Section) as shall be tolled valid and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates enforceable under such prohibitions in any respectapplicable Law.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and Except as specifically permitted in this ----------------------- Section 1, for a period expiring two of three (3) years after the termination or expiration date of this AgreementAgreement (the "Term"), Employee will not directly the Seller shall not, directly, or indirectly as an investor, contractor, consultant, agent, representative or shareholder, without the prior written consent of MedQuist: a. own, purchase, manage, operate, join, control, or invest as a stockholder, partner, or otherwise, in any business, individual, partnership, firm, corporation or other entity which is engaged in the Business anywhere in the State of Utah (the "Territory"); b. solicit, entice or induce any person or entity which presently is or at any time during the Term shall be, a Business client or Business customer of: (i) operateMedQuist in the Territory; or (ii) Seller from the Target Office (including, develop without limitation those clients and customers set forth on Exhibit A attached), to become a Business client or Business customer of Seller --------- or any person or entity who or which is engaged in the Business; c. hire or engage, or solicit, entice or induce for hire or engagement any medical transcriptionist or other person: (i) who presently is or within the last six (6) months was employed or engaged by Seller to perform services for the Target Office, including, without limitation, any person whose name is set forth on Exhibit A attached; or (ii) --------- who presently is or at any time during the Term shall be employed or engaged by MedQuist or any of its affiliates to perform services for one of its offices in the Territory; or (iii) who is a medical transcriptionist and who resides in the Territory. Notwithstanding the foregoing, any current medical transcriptionist of Seller who does not have a residence in the Territory, and any medical transcriptionist hereafter hired or engaged by Seller who does not have a residence in the Territory, may thereafter move into the Territory and continue to perform services to Seller. d. lend any credit or money for the purposes of establishing or operating a Business for clients or customers in the Territory, or otherwise give aid or advice about the Business to any other person or entity engaging in any Business in the Territory. The foregoing is collectively referred to as the "Competing Activities." Notwithstanding the foregoing, Seller may own any class of securities registered under the Securities Exchange Act of 1934, as amended, provided their equity interest other than the ownership of less than therein does not exceed five percent (5%) of the issued and outstanding shares or interest of any class of equity securities of a publicly traded company, in any business which has significant or five percent (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers5%) of the Companyaggregate principal amount of any class of debt securities outstanding, or its subsidiaries or affiliates, to leave their employment with as the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreementcase may be. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants In consideration for the compensation provided for in this Agreement, and agrees with as a condition to the performance by the Company that during the term hereof and for a period expiring two years after the termination or expiration of all obligations under this Agreement, Employee will agrees that during the Initial Employment Term or any Succeeding Employment Terms of this Agreement and for the period from the date of termination of Employee's employment through the first anniversary of such date (the "Non-compete Term"), Employee shall not directly or indirectly (i) through any other person, firm or corporation compete or "participate in" any other business or organization which during such period competes with the Company. The term "participate in" shall mean: "directly or indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, own, manage, operate, develop control, loan money to, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, participate in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management management, operation, or operation control of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with be connected as a director, officer, employee, partner, consultant, agent or independent contractor, or acquiesce in the use of his name." Provided, however, the provisions of this Section 8.2 shall not apply in the event Employee's employment is terminated by the Company pursuant to Section 6.1 hereof or its subsidiaries otherwise without Cause and affiliates in the operation or development of Employee is no longer receiving any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with payments from the Company or its subsidiaries or affiliates, or hire any such employee pursuant to work in any capacity; Section 6.5 hereof. Further provided, however, the provisions of this Section 8.2 shall be void in the event that this provision (i) the Company fails in any material respect to pay the Base Salary when due or within one month of the date due, (ii) the Company fails to pay the principal on the Note issued by the Company to Employee on the date hereof would which constitute an "Event of Default" under the Security Agreement, dated the date hereof, among the Company, Employee and certain other parties or (iii) the Company fails to pay when due, or within 30 days thereafter, the Additional Payout described in Section 1.10 of that Agreement and Plan of Merger, dated the date hereof, among the Company, Employee and certain other parties. Notwithstanding the foregoing, it shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If be a judicial determination is made that any breach of the provisions of this Section 4 constitutes an unreasonable 8.2 if, during or otherwise unenforceable restriction against Employee, after the provisions Non-compete Term of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable Agreement, Employee is a passive investor in any publicly held entity and Employee owns three (3%) percent or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion less of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectequity interests therein.

Covenant Not to Compete. 4.1 The Employee hereby covenants and agrees acknowledges that during his employment with the Company he, at the expense of the Company, will be specially trained in the business of the Company, will establish favorable relations with the customers, clients and accounts of the Company or any subsidiary, parent or affiliate of the Company and will have access to Intellectual Property, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company. Therefore, in consideration of such training and relations, and in consideration of his employment with the Company, and to further protect the Intellectual Property, trade secrets and Confidential Information of the Company or any subsidiary, parent or affiliate of the Company, the Employee agrees that during the term hereof and for a period expiring two years after commencing on the termination or expiration date hereof and ending on the later of this Agreement, Employee will not directly or indirectly (i) September 3, 2005, or (ii) the date of termination of the Employee’s employment with the Company; provided, however, that the Company shall have the option to extend such period of time by an additional one year period by electing to continue to pay the Employee’s salary at the time of termination (including, without limitation, a termination due to the fulfillment of the term of this Agreement pursuant to Section 12(a) hereof), payable monthly in arrears, he will not, directly or indirectly, without the express written consent of the Company, except when and as requested to do in and about the performing of his duties under this Agreement: (a) own, manage, operate, develop control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in or act as an officer, director, partner, member, principal, employee, agent, representative, consultant or independent contractor of, or in any way assist, any individual or entity in the conduct of any business that is engaged or may become engaged in any business competitive to any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company (if the Company is then engaged in such business), including, but not limited to, any business that trades, markets or distributes propane gas (at retail, wholesale or otherwise), gathers, processes, stores, transports, trades, markets or distributes natural gas or liquefied by-products of natural gas or petroleum (at retail, wholesale or otherwise) or sells, services and installs parts, appliances or supplies related thereto; (b) divert or attempt to divert clients or customers (whether or not such persons have done business with the Company or any subsidiary, parent or affiliate of the Company once or more than once) or accounts of the Company or any subsidiary, parent or affiliate of the Company; or (c) entice or induce or in any manner influence any person who is or shall be in the employ or service of the Company or any subsidiary, parent or affiliate of the Company to leave such employ or service for the purpose of engaging in a business that may be in competition with any business now or at any time during the period hereof engaged in by the Company or any subsidiary, parent or affiliate of the Company. Notwithstanding the foregoing provisions, the Employee may own any interest other than the ownership of less not more than five percent (5%) of the outstanding equity securities of a publicly traded company, in any business which has significant corporation or entity (viewed including, but not limited to, units in relation to the business of the Companya master limited partnership) activities relating to the ownership, management that is listed upon a national stock exchange or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates actively traded in the operation over-the-counter market. Notwithstanding the foregoing provisions, the Employee shall not, directly or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by indirectly, without the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee express written consent of the Company, or its subsidiaries or affiliates; except when and as requested to do in and about the performing of his duties under this Agreement, engage in any actions under subsections (a), (b) or (vc) solicit above, at any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with time the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior making payments to the expiration of the Employee pursuant to this Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) In order to induce Yorkshire and Americas to enter into and perform this Agreement, Colors, Holdings, and CK Witco on behalf of itself and each CK Witco Entity and each Person Affiliated with CK Witco, agrees with the Company that during the term hereof and that, for a period expiring two of five (5) years after beginning on the termination Closing Date, and effective as of the Effective Date and Time (the "CK Witco Restricted Period"), it shall not, without the prior written consent of Yorkshire, for its own account or expiration of this Agreementjointly or in combination with another Person, Employee will not directly or indirectly indirectly, for or on behalf of any Person, as principal, agent or otherwise: (i) operateengage in, develop consult with, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded companyown, control, manage or otherwise participate in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, control or management of a business competitive with an Acquired Business, except as an agent or operation of, otherwise for and on behalf of any Yorkshire Entity or consultation regarding an HVAC service otherwise pursuant to the CK Witco Supply Contracts and replacement company (an "HVAC Business")then only in strict accordance with their terms; (ii) compete solicit, call upon, or attempt to solicit the patronage of any Person within the CK Witco Service Areas and to whom an Acquired Business provided products, goods or services during the 12-month period immediately preceding the Effective Date and Time, for the purpose of obtaining the patronage of any such Person for the purchase of any products, goods or services competitive with those of the Company relevant Acquired Business, except as an agent and on behalf of a Yorkshire Entity or pursuant to the CK Witco Supply Contracts and then only in strict accordance with their terms; or (iii) solicit or induce, or in any manner attempt to solicit or induce, any individual who is employed in an Acquired Business at the Effective Date and Time to leave such employment, whether or not such employment is pursuant to a written contract or otherwise. In respect of employees of the Acquired Businesses resident outside of the United States, neither CK Witco nor any Person Affiliated with CK Witco shall employ any such individual for a period of two years following the Effective Date and Time. (b) Notwithstanding anything herein to the contrary: (i) it shall not be a breach of the covenants contained in Paragraph 2.8(a) for CK Witco to own, of record or beneficially, the Consideration Securities or not more than, in the case of a Person that has any class of its equity securities quoted or listed, five percent (5.00%), and in the case of any other Person, seven and one-half percent (7.50%), of the capital stock or other equity interest of any Person; (ii) the covenants described in Paragraph 2.8(a) shall apply only if the transactions contemplated by this Agreement are consummated; and (iii) it shall not be a breach of the covenants contained in this Paragraph 2.8 for CK Witco to supply the products to be supplied by Colors pursuant to the terms of the Supply Agreement, dated January 15, 1999, by and between Ingredient Technology Corporation and Colors, as modified through the date of this Agreement. (c) Notwithstanding anything herein to the contrary but subject to the further provisions of this Paragraph 2.8(c), in the event CK Witco or any of its Affiliates agrees to acquire any other Person or business, or is acquired by any other Person or business, whether in the form of a merger, stock purchase, purchase and assumption, collection of a loan or otherwise, CK Witco or its Affiliate (or any acquiring entity or its Affiliates, if applicable) shall be entitled to consummate such transaction, continue to operate any lines of business in which such Person or its subsidiaries were engaged at the time of such acquisition, and affiliates expand such Person. If, during the CK Witco Restricted Period, CK Witco or any of its Affiliates acquires any other Person or business competitive with an Acquired Business (the competitive part of such Person or business being referred to herein as the "Target Competitive Business") and the Target Competitive Business has annual revenues or turnover in excess of US$10,000,000 (or its reasonable equivalent in any other currency) for the operation fiscal year (whether or development not measured or accounted for separately) immediately preceding the date of any HVAC acquisition, then CK Witco (or its Affiliate) shall dispose of such Target Competitive Business within fifty eighteen (5018) miles months from the closing date of any HVAC Business owned by such acquisition (the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC "Disposal Period"). If CK Witco and its Affiliates shall not have disposed of the Target Competitive Business within fifty the Disposal Period, CK Witco shall pay to Yorkshire as liquidated damages and not a penalty the sum of ten thousand United States dollars (50US$ 10,000) miles of any HVAC Business owned by for each day after the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee conclusion of the Company, Disposal Period for which CK Witco has not disposed of or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers closed the Target Competitive Business. CK Witco and managers, all regional managers Yorkshire each acknowledge and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, agree that monetary damages are not readily ascertainable and that this provision for liquidated damages represents the best estimate of such damages and that they believe such liquidated damages are a reasonable estimate of such damages. In addition, if CK Witco or its Affiliates makes an acquisition of a Person or business that does not constitute a Target Competitive Business but such Person or business (together with any other acquired Person or business) grows during the CK Witco Restricted Period, either through organic growth or by acquisition, to such a size that if it were then acquired by CK Witco or its Affiliates it would constitute a Target Competitive Business, then CK Witco and its Affiliates shall not apply if Employee's employment hereunder is terminated without cause prior be bound to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the foregoing provisions of this Section 4 constitutes an unreasonable Paragraph 2.8(c) in respect of such Person or otherwise unenforceable restriction against Employee, business. (d) Notwithstanding anything herein to the contrary and subject to the further provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.Paragraph 2.8

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company I agree that during the term hereof course of my employment and for a period expiring two years after of twelve (12) months immediately following the termination of my relationship with the Company for any reason, whether with or expiration without cause, at the option either of this Agreementthe Company or myself, Employee with or without notice, I will not directly or indirectly not, without the prior written consent of the Company: (i) operateserve as a partner, develop principal, licensor, licensee, employee, consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or own any interest other than the otherwise for (except for passive ownership of less than five one percent (51%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the equity securities Securities Exchange Act of a publicly traded company1934, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"as amended); (ii) compete with directly or indirectly, own, purchase, organize or take preparatory steps for the organization of; or (iii) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate myself with, any business whose business, products or operations are in any respect involved in the Covered Business. For purposes of this Agreement, “Covered Business” shall mean any business in which the Company is engaged or its subsidiaries and affiliates in which the Company has plans to be engaged, or any service that the Company provides or has plans to provide. The foregoing covenant shall cover my activities in every part of the Territory. For purposes of this Agreement, “Territory” shall mean: (i) all counties in the operation Commonwealth of Pennsylvania; (ii) all other states of the United States of America in which the Company provided goods or development services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of any HVAC Business within fifty (50) miles the termination of any HVAC Business owned by my relationship with the Company; and (iii) be employed by any other countries from which the Company maintains non-trivial operations or consult facilities, provided goods or services, had customers, or otherwise conducted business at any time during the two-year period prior to the date of the termination of my relationship with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their . Should I obtain other employment during my employment with the Company or its subsidiaries or affiliateswithin twelve (12) months immediately following the termination of my relationship with the Company, or hire any such employee I agree to work in any capacity; providedprovide written notification to the Company as to the name and address of my new employer, howeverthe position that I expect to hold, that this provision shall not apply if Employee's employment hereunder is terminated without cause and a general description of my duties and responsibilities, at least three (3) business days prior to the expiration of the Agreementstarting such employment. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 Employee hereby covenants and Executive agrees with the Company that that, during the term hereof of his employment under this Agreement and for a period expiring two years after of one (1) year following the Termination Date, regardless of the reasons for the Executive's termination or expiration of this Agreementemployment, Employee Executive will not not, directly or indirectly indirectly, expressly or tacitly, for himself or on behalf of any entity anywhere in the Restricted Territory, (i) operateact as an officer, develop manager, advisor, executive, controlling shareholder, or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in consultant to any business in which has significant (viewed his duties at or for such business include oversight of or actual involvement in relation to providing services which are competitive with the business of the Company) activities relating to the ownership, management services or operation of, products being provided or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with which are being produced or developed by the Company or its subsidiaries and affiliates in the operation Affiliates, or development of any HVAC Business within fifty (50) miles of any HVAC Business owned are under investigation by the Company; Company or any of its Affiliates on the Termination 11 Date, (iiiii) be employed recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliatesAffiliates, or hire are under investigation by the Company or any of its Affiliates on the Termination Date, or (iii) become employed by such employee to work an entity in any capacity; providedcapacity which would require Executive to carry out, howeverin whole or in part, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of duties Executive has performed for the Agreement. 4.2 If a judicial determination is made that Company which are competitive with the services or products being provided or which are being produced or developed by the Company or any of its Affiliates, or are under active investigation by the provisions Company or any of this Section 4 constitutes an unreasonable its Affiliates on the Termination Date. This covenant shall apply to any services or otherwise unenforceable restriction against Employee, products under investigation by the provisions Company or any of this Section 4 shall be rendered void its Affiliates on the Termination Date only to the extent that such judicial determination finds such provisions to be unreasonable the Executive initiated, promoted, participated in, or otherwise unenforceablehad knowledge of such investigation. In this regard, the parties hereto hereby agree Executive acknowledges that any judicial authority construing this Agreement shall be empowered to sever any portion because of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion nationwide nature of the territory or Company's (including its Affiliates) business, this restriction will prevent the remaining Executive from acting in any of the foregoing capacities for any competing entity wherever located within the Restricted Territory and that this scope is reasonable in light of the business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectits Affiliates.

Covenant Not to Compete. 4.1 Employee hereby covenants In consideration of the sale of the Purchased Assets, the assumption of the Assumed Liabilities and the consummation of the transactions contemplated hereby, Seller agrees with that it shall not, and shall cause each of its Affiliates not to: (a) During the Company that during the term hereof five (5) year period from and for a period expiring two years after the termination or expiration of this AgreementClosing Date (the “Restrictive Period”), Employee will not directly or indirectly (i) operatethrough any entity, develop as a principal, employee, partner, shareholder, member, officer, director, manager, agent, lender, paid or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual unpaid consultant or otherwise, between compete with, assist in or provide financial resources to any activity which involves the Companymarketing, distribution or its subsidiaries sale of devices primarily used for the diagnosis or affiliates, identification of cancer in human beings anywhere in the United States and any customer, client, supplier anywhere outside the United States where the Business is currently conducted or employee as of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, Closing Date planned to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacitybe conducted; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach running of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a during any period equal to the aggregate quantity of time during which Employee Seller or any of its Affiliates violates this paragraph; provided further, that the foregoing shall not prohibit Seller or any of its Affiliates from owning 3% or less of the outstanding equity securities of any entity whose securities are listed on any national securities exchange; provided further, for the avoidance of doubt, that the foregoing shall not prohibit Seller or any of its Affiliates from engaging in the marketing, distribution or sale of biologics or pharmaceuticals, including radiopharmaceuticals. (b) Use or disclose to anyone except authorized personnel of the Business and Governmental Authorities pursuant to a Legal Requirement, and shall ensure such prohibitions receiving authorized personnel are subject to written confidentiality restrictions consistent with the representations and warranties set forth in Section 3.13(g), whether or not for Seller’s benefit or otherwise, any respect.trade secrets or confidential matters primarily concerning or material to the Business, including, without limitation, secrets, customer lists and credit records, employee data, sales representatives and their territories, mailing lists, consultant arrangements, pricing policies, operational methods, marketing plans or strategies, product development and techniques or plans, research and development programs and plans, business acquisition plans, new personnel acquisition plans, designs and design projects, software code, any Business IP (unless previously publicly disclosed in a manner which would not and does not constitute a breach of this

Covenant Not to Compete. 4.1 (a) Employee hereby covenants and agrees shall not, during the Term, anywhere within the United States of America or in any other location where the activities of Employee would, in the judgment of the Board of Directors of the General Partner, be competitive with the Company that automotive finance business of the Limited Partnership, do any of the following, directly or indirectly, without the prior written consent of the Limited Partnership: (1) solicit, either directly or indirectly, business from any dealer with whom the Limited Partnership shall have dealt at any time; (2) influence or attempt to influence any dealer with whom the Limited Partnership shall have dealt at any time or potential dealer of the Limited Partnership to terminate or modify any written or oral agreement, arrangement or course of dealing with the Limited Partnership; or (3) influence or attempt to influence any person to either (i) terminate or modify his employment, consulting, agency, distributorship or other arrangement with the Limited Partnership, or (ii) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by the Limited Partnership as an employee, salesman, consultant or agent of the Limited Partnership at any time during the term hereof one (1) year period immediately preceding the effective date of Employee's termination if the actions enumerated in clauses (i) and (ii) would negatively affect the business and/or operations of the Limited Partnership or the General partner for a period expiring two years after of one (1) year following the effective date of Employee's termination. (b) The Limited Partnership shall have the right, but not the obligation, to require Employee, for a six month period of time following the termination of Employee's employment (for whatever reason), anywhere within the United States of America or expiration in any other location where the activities of Employee would, in the judgment of the Board of Directors of the General Partner, be competitive with the automotive finance business of the Limited Partnership, not to engage in the conduct proscribed by Section 9(a)(1), (2) and (3) by payment to Employee, over the extended covenant period, of fifty percent (50%) of the amount paid to Employee (as reflected in Employee's W-2) by the Limited Partnership in the full calendar year immediately preceding Employee's termination. Any payments required by this Section 9(b) shall be paid by check in the same time intervals as the Limited Partnership routinely pays its executive employees. The Limited Partnership's option to extend Employee's covenant not to compete may be exercised only by providing Employee a minimum of one hundred twenty (120) days written notice. Any exercise of the option shall be irrevocable. (c) If the employment of Employee shall either expire pursuant to Section 1 hereof, or shall be terminated pursuant to Section 10 of this Agreement, Employee will not directly shall not, for a one (1) year period of time following such termination, employ or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation ofretain, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company arrange to have any other person or its subsidiaries and affiliates in the operation entity employ or development of retain, any HVAC Business within fifty (50) miles of any HVAC Business owned person who has been employed or retained by the Company; Limited Partnership any time during the one (iii1) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles year period immediately preceding the effective date of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreementtermination. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.

Covenant Not to Compete. 4.1 (i) If the Term expires on December 31, 2005 or is terminated by Employer for Cause or by Employee hereby covenants and agrees without Good Reason, Employee shall not, during the Restricted Term, engage in competition with the Company that during business of the term hereof and for a period expiring two Employer or any Affiliate as such businesses exist as of the termination date of Employee's employment, or solicit information technology outsourcing business from any Person who purchased any products or services from Employer or any Affiliate while Employee was employed by Employer or any Affiliate. For the purpose of this Section (e), the Restricted Term shall not exceed four (4) years after the termination or expiration date of this Agreement. (ii) For purposes of this Agreement, Employee will not shall be deemed to engage in competition with Employer if she directly or indirectly indirectly, either individually or as a stockholder, director, officer, partner, consultant, owner, employee, agent, or in any other capacity, consults with or otherwise assists any Person in providing information technology outsourcing products or services to any Person to which Employer or any Affiliate provided information technology outsourcing products or services while Employee was employed with Employer or any Affiliate. (iiii) operateNotwithstanding the foregoing provisions of this Section (e), develop or during the Restricted Term, Employee shall be permitted to own any interest other than the ownership of less than passive investments in publicly held companies provided that such investments do not exceed five percent (5%) of the any class of such company's outstanding equity securities and to engage in the following activities: (A) Employee may provide advisory services in connection with the procurement of a publicly traded company8(a) contracts, if Employee receives the prior written consent of TechTeam's Chief Executive Officer, which consent shall not be unreasonably withheld; and (B) Employee shall be permitted to make investments in, organize and consult with, private equity and similar funds, that may invest in companies doing business in the commercial and government sectors, provided that, during the Restricted Term, the Employee does not personally sit on any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management governing or operation advisory board of, or consultation regarding participate in any management discussions concerning, any company engaged in providing information technology outsourcing services (other than a discussion concerning an HVAC service and replacement company (an "HVAC Business"investment in any such company); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development . Employee shall give TechTeam's Chief Executive Officer written notice of any HVAC Business investments permitted under this Section 6(e)(iii)(B) within fifty five (505) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; days after such investment is made. (iv) interfere withIn addition, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, it is acknowledged that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to son, through the expiration Xxxxxxx Xxx Revocable Trust ("Trust"), owns 25% of Xxxx Information Systems, Inc. and that such ownership does not violate or come within the Agreement. 4.2 If a judicial determination is made that any of the provisions scope of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against EmployeeAgreement. During the Term, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined Employee agrees not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result Trustee of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectTrust.

Covenant Not to Compete. 4.1 Employee hereby covenants and Xxxxxx agrees that, unless acting with the Company that during prior written consent of the term Buyer, neither he will not, directly or indirectly, (a) engage in the business of, or own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an partner, principal, agent, representative, consultant, advisor or otherwise with, or use or permit its or his name to be used in connection with, any business or enterprise engaged in the business of permanent or contract placement, personnel consulting services, project management services or imaging and computer consulting services anywhere in Michigan, Pennsylvania, California, Connecticut, Massachusetts, New York, New Jersey, Virginia or Florida (the "Territory"), from the date hereof and until the earlier of (i) the third anniversary of the Closing Date or (ii) the Non-Competition Termination Date (as defined in the Employment Agreement); (b) for a period expiring two of three years after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded companyClosing Date, in any business which has significant (viewed in relation manner induce or attempt to influence any employee of or independent contractor to the business of the Company) activities relating to the ownership, management Buyer or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or any of its subsidiaries and affiliates in the operation to terminate such employment or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Companyrelationship; (iiic) be employed by for a period of three years after the Closing Date, in any manner contact, induce, solicit or consult with influence any business which owns, manages client or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee customer of the CompanyBusiness or of the Buyer or the Company or any of their affiliates to cause such client or customer to terminate its relationship with the Business, or its subsidiaries or affiliatesthe Company and/or Buyer; or (vd) solicit for a period of three years after the Closing Date, utilize or disclose any past, present information concerning proprietary or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work confidential information in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior respect to the expiration of Purchased Assets. In the Agreement. 4.2 If a judicial determination is made event that any of the provisions of this Section 4 constitutes an unreasonable 10.2 should ever be deemed to exceed the time or otherwise unenforceable restriction against Employeegeographic limitations or any other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum extent permitted by applicable law. Xxxxxx specifically acknowledges and agrees that the foregoing restrictions are reasonable and necessary to protect the legitimate interests of the Buyer and the Company, that the Buyer would not have entered into this Agreement in the absence of such restrictions, that any violation of such restrictions will result in irreparable injury to the Buyer and the Company, that the remedy at law for any breach of the foregoing restrictions will be inadequate, and that, in the event of any such breach, the provisions of this Section 4 Buyer and the Company, in addition to any other relief available to it, shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages temporary injunctive relief before trial from any court of competent jurisdiction as a result matter of course and to permanent injunctive relief without the breach necessity of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectquantifying actual damages.

Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with In order to assure that Purchaser will realize the Company that during benefits of the term hereof and transactions contemplated hereby, H. Michael Schneider, Lisa L. Schneider, Peter D. Schneider, Thomas R. Scxxxxxxx, Xxxxxxx Moxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxx Xchxxxxxx, Xxxxxx Xxxxeixxx, xxx Xxxx Xxrrxxxx xxxxx xxxx Xxxxhaxxx xxxx xxxx Xelxxxx xxxx xxx, xxcept xx xxxxxxxxx expressly set forth in Schedule 8.5, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee, consultant, agent, independent contractor, trustee, custodian, fiduciary, lender or security holder of any company, business, or entity, or otherwise: (a) for a period expiring two of five (5) years after following the termination Closing Date, engage in, or expiration finance or provide financial assistance with respect to, any business activity currently conducted by the Corporation or AES, or conducted by either of this Agreementthem in the preceding three (3) years, Employee will not directly or indirectly (i) operateincluding without limitation, develop or own any interest other than the Business in the Restricted Territory; PROVIDED, HOWEVER, that the beneficial ownership of less than five percent (5%) of the shares of stock of any corporation having a class of equity securities of actively traded on a publicly traded companynational securities exchange or over-the-counter market shall not be deemed, in and of itself, to violate the prohibitions of this section; (b) for a period of five (5) years following the Closing Date, directly or indirectly: (i) induce any Person which is a customer of Purchaser, its subsidiaries (including the Corporation and AES), and their respective Affiliates, successors or assigns (collectively, the "U S Liquids Companies") to patronize any business which has significant (viewed directly or indirectly in relation to competition with the business of Business as conducted by the Company) activities relating to U S Liquids Companies in the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business")Restricted Territory; (ii) compete with canvass, solicit or accept from any Person which is a customer of the Company or its subsidiaries and affiliates U S Liquids Companies in the operation Restricted Territory, any such competitive business; or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be request or advise any Person which has a business relationship with the U S Liquids Companies in the Restricted Territory to withdraw, curtail or cancel any such Person's business with such entity; (c) for a period of five (5) years following the Closing Date, directly or indirectly employ, or solicit the employment of, any person who was employed by the Corporation (including AES), or consult with the U S Liquids Companies at or within the prior six (6) months, or in any business which ownsmanner seek to induce any such person to leave his or her employment; PROVIDED, manages HOWEVER, that the Sellers may hire any employee that is terminated by Purchaser; and (d) at any time following the Closing Date, directly or operates an HVAC Business within fifty (50) miles indirectly, in any way utilize, disclose, copy, reproduce or retain in his or her possession the Corporation's proprietary rights or records, including, but not limited to, any of its customer lists. The Sellers agree and acknowledge that the restrictions contained in this Section 8.5 are reasonable in scope and duration and are necessary to protect the U S Liquids Companies after the Closing. The parties agree and acknowledge that any breach of this section will cause irreparable damage to the U S Liquids Companies and upon breach of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employeesection, the provisions of this Section 4 U S Liquids Companies shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover injunctive relief, specific performance or other equitable relief; PROVIDED, HOWEVER, that, this shall in no way limit any other remedies which the U S Liquids Companies may have (including, without limitation, the right to seek monetary damages as a result damages). Purchaser and each of the breach of such provision by Employee. The time period during which Sellers hereby agrees that Purchaser may assign, without limitation, the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as foregoing restrictive covenants to Employee for a period equal its affiliates or to the aggregate quantity of time during which Employee violates such prohibitions in any respectsuccessor to Purchaser's business.

Covenant Not to Compete. 4.1 Employee hereby covenants During the Term and agrees during any period thereafter in which Executive is receiving severance benefits from the Company pursuant to Section 3(e)(iii)(1) hereof, Executive shall not engage in competition with the Company Group or any its Affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services that during are in the same field of use or which otherwise compete with the products or services of the Company Group, except with the prior written consent of the Board; provided that (i) in the event of a Change of Control (as such term hereof is defined in the Plan), the foregoing restrictions shall only apply to the businesses the Company Group was engaged in (and for a period expiring two years after actively preparing to engage in as evidenced by the termination or expiration Company’s business plans and activities undertaken prior to any such Change of Control) immediately prior to such Change of Control transaction, and (ii) except as otherwise provided in this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation ofPIIA, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with applicable state or federal law governing the Company use of trade secrets or its subsidiaries and affiliates in the operation other confidential information or development misappropriation of any HVAC Business within fifty (50) miles customers or other business relationships, there are no other restrictions on Executive’s activities following her termination of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliatesCompany. For the avoidance of doubt, or hire any such employee Executive’s continued service on the board of directors of the two private companies on which she currently serves (as previously disclosed by Executive to work in any capacity; provided, however, that this provision the Board) shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of violate the provisions of this Section 4 constitutes an unreasonable 6(b). In addition, Executive’s continued ownership of securities of those private investments previously disclosed by Executive to the Board or otherwise unenforceable restriction against Employeein professionally managed funds over which Executive does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the provisions outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section 4 shall be rendered void only 6(b). This Section 6(b) will not apply following Executive’s termination of employment with the Company to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth Executive’s subsequent employment is based in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectCalifornia.

Covenant Not to Compete. 4.1 Employee hereby covenants (a) For a period of three years following the Closing Date, Seller shall not, and agrees shall cause its Subsidiaries not to, directly, or indirectly through another entity, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in the Business within the United States of America, or in any other geographic location the Company is engaging in the Business on the Closing Date. (b) For a period of three years following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly, or indirectly through another entity, solicit any clients of the Company or knowingly assist any third parties to solicit any clients of the Company. (c) For a period of three years following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly, or indirectly through another entity, solicit for employment the employees of the Company (excluding public advertisements (including through recruiting or search firms) of employment not specifically targeted at employees of the Company in general). (d) Notwithstanding anything herein to the contrary, Section 7.8(a) shall not prohibit or be deemed to prohibit Seller or its Subsidiaries from, and Seller and its Subsidiaries will not be deemed in breach of Section 7.8(a) resulting from (a) owning or acquiring an investment of not more than three percent of the then-outstanding capital stock of any publicly-held Person whose stock is traded on a securities exchange, (b) engaging third parties for services competitive with the Company (whether for themselves or on behalf of their clients), provided that during the term hereof and for a period expiring two years after the termination Seller shall not replace (or expiration of this Agreement, Employee will not directly or indirectly (iseek to replace) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of for any HVAC Business within fifty (50) miles of any HVAC Business owned work being performed by the Company; (iii) be employed Company on the date hereof for clients of Seller’s other businesses unless requested by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; such a client or (vc) solicit any past, present conducting all activities as currently conducted or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions planned to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 conducted by Seller and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectits subsidiaries.

Covenant Not to Compete. 4.1 Employee hereby covenants 12.1. To the extent permitted by applicable law: (a) None of Sellers, Ivan Xxxxxxxxxxxx xxx Shaux Xxxxx (xor purposes of this Section 12, Hammxxxxxxxx xxx Rosex, xxall collectively be referred to as "Principals"), will directly or indirectly, engage or invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, lend any Sellers' or Principals' name or any similar name to, lend Sellers' or Principals' credit to, or render services or advice to, any business in each State and agrees Territory in the Commonwealth of Australia whose products or activities compete in whole or in part with the Company products or activities of the Company; provided, however, that during the term hereof and for a period expiring two years after the termination Sellers or expiration of this Agreement, Employee will Principals may purchase or otherwise acquire up to (but not directly or indirectly (imore than) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity any class of securities of a publicly traded companyany enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. The duration of this covenant shall be (a) with respect to Landreef Pty. Ltd. and Ivan Xxxxxxxxxxxx, in any business which has significant (viewed in relation xxree years after Ivan Xxxxxxxxxxxx xxxses to be an employee of or render services to the business Company, and (b) with respect to Shaux Xxxxx xxx Hookmond Pty. Ltd., three years after Shaux Xxxxx xxxses to be an employee of or render services to the Company. Sellers and Principals agree that this covenant is reasonable with respect to its duration, geographical area, and scope. (b) activities relating to the ownershipNeither Sellers nor Principals will, management directly or operation ofindirectly, either for themselves or consultation regarding an HVAC service and replacement company any other Person, (an "HVAC Business"); (iiA) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt induce or attempt to disrupt induce any pastemployee of a Subject Company to leave the employ of such Subject Company, present (B) in any way interfere with the relationship between a Subject Company and any employee of such Subject Company, (C) employ, or prospective relationshipotherwise engage as an employee, contractual independent contractor, or otherwise, between the any employee of a Subject Company, or its subsidiaries (D) induce or affiliates, and attempt to induce any customer, clientsupplier, supplier licensee, or employee business relation of the a Subject Company to cease doing business with such Subject Company, or its subsidiaries or affiliates; or (v) solicit in any pastway interfere with the relationship between any customer, present or prospective management employee (including all corporate officers and managerssupplier, all regional managers and all general managers) of the Companylicensee, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration business relation of the Agreementa Subject Company. 4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable (c) Neither Sellers nor Principals will, directly or otherwise unenforceable restriction against Employeeindirectly, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respect.either for

Covenant Not to Compete. 4.1 Employee hereby covenants (a) For a period of five (5) years from and agrees after the Commencement Date neither Landlord nor any corporation, partnership or other business entity or person controlling, controlled by or under common control with Landlord ("Restricted Party"), shall, directly or indirectly, operate, manage, own, control, finance or provide financing for, be a consultant for or enter into a service contract with, any nursing home, hospital or licensed health care facility or other person or entity of any type, licensed or unlicensed, existing or to be constructed that provides assisted living care, nursing home care or any other senior housing, or any entity existing or to be formed that competes in any way with the Company Demised Premises (any such person or entity being herein referred to as an "Operator"), that during provides nursing home care, assisted living care or senior housing, and which facility is located within twenty-five (25) miles from the term hereof exterior boundaries of the Land. (b) From and for a period expiring two years after the termination or expiration of this AgreementCommencement Date, Employee will not no Restricted Party shall disclose, directly or indirectly (i) operateindirectly, develop to any person outside of Tenant's employ without the express authorization of Tenant, any resident lists, pricing strategies, resident files and records, proprietary data or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities trade secrets relating to the ownershipDemised Premises or any financial or other information about the Demised Premises not then in the public domain. (c) For a period of five (5) years from and after the Commencement Date, management no Restricted Party shall solicit any of the physicians, customers, vendors, suppliers, associates, employees, independent contractors, residents or operation offamilies of residents admitted to, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with employed at the Company Demised Premises prior to the Commencement Date, or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; Facility or by Tenant, to take any action or to refrain from taking any action or inaction that would be disadvantageous to Tenant or the Facility, including (iiibut not limited to) be employed by the solicitation of their respective physicians, suppliers, customers, vendors, associates, employees, independent contractors, residents or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles families of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt residents to disrupt any past, present or prospective relationship, contractual or otherwise, between the Companycease doing business, or its subsidiaries their association or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company Facility or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the AgreementTenant. 4.2 If a judicial determination is made (d) The Restricted Parties acknowledge that the restrictions contained in this Section 17.1 are reasonable and necessary to protect the legitimate business interests of Tenant and that any violation thereof by any of them would result in irreparable harm to Tenant. Accordingly, the Restricted Parties agree that upon the violation by any of them of any of the provisions restrictions contained in this Section 17.1, Tenant shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law, equity, under this Lease or otherwise. In the event any of the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the period of time or the scope of such restrictions (or both) shall be adjusted to such a manner or for such a time (or both) as is adjudged to be reasonable. Notwithstanding the foregoing, for purposes of this Section 4 constitutes an unreasonable or 17.1, any advertisement prepared for and disseminated to the public in general, which advertises the services of any facility of Landlord not otherwise unenforceable restriction against Employee, the provisions in violation of this Section 4 shall be rendered void only to 17.1 or advertises the extent that such judicial determination finds such provisions need for services to be unreasonable or otherwise unenforceable. In this regardsupplied to such a Demised Premises, the parties hereto hereby agree that any judicial authority construing this Agreement shall not be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 4 are determined not deemed to be specifically enforceablean inducement or solicitation with respect to any such residents, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of such provision by Employee. The time period during which the prohibitions set forth in this Section 4 shall apply shall be tolled and suspended as to Employee for a period equal to the aggregate quantity of time during which Employee violates such prohibitions in any respectphysicians, suppliers or independent contractors.