Common use of Covenants of Employee Clause in Contracts

Covenants of Employee. (A) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (A) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years or one (1) year with respect to subparagraph (iv) below (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv4) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i1) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii2) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (A) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry commercial aircraft or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (A) During the term of Employee's ’s employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's ’s duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's ’s own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, trade secrets, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his Employee’s employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the CorporationCorporation (hereinafter “Confidential Information”), that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's ’s employment with the Corporation and for a period of two (2) years or one (1) year with respect to subparagraph (4) below (the "“Covenant Term"”) after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's ’s employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv4) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i1) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii2) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (A) During 5.1 Employee acknowledges that during the term course of Employee's his employment by the Company he will have access to trade secrets and other confidential information with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties respect to the Corporationbusiness, disclose operations, accounts, books and records, sales, customers, pricing, marketing, development, testing, scientific research and other activities of the Company ("Trade Secrets"). Accordingly, Employee shall, at all times, keep secret and inviolate all Trade Secrets which he now knows or divulge may hereafter come to any personknow. In addition, entityEmployee shall at no time copy, firm remove from the premises of the Company or company whatsoeverretain, or use for Employee's own benefit or without the benefit prior consent of any other person, entity, firm or company, directly or indirectlythe Company, any knowledgeTrade Secrets, devicesincluding, informationbut not limited to, techniquesunpublished records, agreements, books of account, corporate documents, work papers, correspondence, customer lists, business plans memoranda, computer software or other data belonging to the Corporation documentation in connection therewith, plans, drawings or developed by Employee on behalf copies or extracts from any of the Corporation during his employment with foregoing, except as may be required in the Corporation, without regard to whether all normal operation of the foregoing matters will be deemed confidential, material or important, Company's business. Upon the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term termination of Employee's employment with employment, Employee shall promptly return to the Corporation Company all Trade Secrets in his possession or under his control and shall verify in writing his return of same as a condition to receipt of any severance pay. 5.2 Employee agrees that during the term hereof (except as permitted hereunder) and for a period of two (2) years (time equivalent to the "Covenant Term") after cessation for whatever reason length of such employment (except Employee's severance benefit following the termination of his employment, whether by Company or by Employee, with or without cause, he will not engage in the Business within any County or State where Company has conducted or may hereafter conduct any activities; or, own, manage, operate, control, or participate in, or have any ownership interest in a similar business as hereinafter provided the Business described in subparagraph (C) of this paragraph 7)Recital A, Employee covenants and agrees provided, however, that Employee will not in may own any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means securities of any corporate or other publicly owned and traded entity or devicein which Employee owns less than five percent (5%) interest, in any business which is engaged in the business similar to or competitive with the business of the CorporationCompany. 5.3 Employee agrees that for a period of time equivalent to the length of Employee's severance benefit following the termination of his employment, whether by Company or by Employee, with or without cause, he will not, directly or indirectly, solicit the Company's employees. For If during the severance period, Employee is involved in a similar business as the Business described in Recital A, Employee will not attempt to divert or take away, solicit or contact for purposes related to the Business, any of this covenant a business will be deemed competitive if it is conducted the Company's customers and he shall refrain from committing any act which would in any way jeopardize any relationship the Company has with any such customer. 5.4 Employee hereby assigns to the Company any and all right, title and interest Employee has or may have in any product, invention, device, method, technique or formula created (in whole or in part within part) by him during the term hereof, if such product, invention, device, method, technique or formula is created during the hours in which Employee is employed or with the use or assistance of the Company's facilities, materials or personnel. Employee shall execute, acknowledge and deliver all documents and/or instruments which may be requested by the Company in order to effectuate such assignment. 5.5 The Company shall have the royalty-free right to use in the Business and to make, use and sell products and processes derived from any geographic area wherein the Corporation is engaged in marketing its productsinventions, discoveries, concepts and if it involves the manufacture of component parts for the aerospace industry ideas (whether or any other business which is in any manner competitivenot patentable or copyrightable), including but not necessarily limited to processes, methods, formulae and techniques, as well as derivatives or improvements thereof or know-how related thereto, which are conceived or made by Employee during the term of, during the hours in which Employee is employed by the Company or with the use or assistance of the date of cessation of EmployeeCompany's employmentfacilities, with any business then being conducted by the Corporation materials or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationpersonnel. (C) The parties 5.6 Company and Employee agree that the Covenant Term provided remedy at law for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all any breach of the operating assets or all foregoing provisions of the common stock of the Corporation is sold Section 5 will be inadequate, and either party shall be entitled to both temporary and permanent injunctive relief enforcing such provisions, in addition to any entity other remedy it may have at law or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedin equity. (D) All the 5.7 The covenants of Company and Employee contained in this paragraph 7 shall be construed as agreements Section 5 are separate and independent of any other provision provisions hereof and shall survive the termination of this Agreement. 5.8 Employee has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company, and he hereby acknowledges and agrees that the existence of any claim or cause of action against the Corporationsame are reasonable in time and territory, whether predicated on this Agreement or otherwise, shall not constitute a defense are designed to eliminate competition which otherwise would be unfair to the enforcement by Company, are fully required to protect the Corporation of these covenants. (E) It is the intention legitimate interest of the parties to restrict Company, and do not confer a benefit upon the activities of Employee under this paragraph 7 only Company disproportionate to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable detriment to the extent necessary for such protectionEmployee.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation Employer, and for all time thereafter a period of two (2) years after the cessation of such employment, for whatever reason, Employee covenants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer), disclose in any manner directly or indirectly: (i) Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, in competition with the business of Employer, as the same may exist at the date of such cessation, any knowledge, formulae, devices, information, business methods, techniques, customer lists, supplier lists, business plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementEmployer. (Bii) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates or successors) agents of the Corporation;Employer. (iiiii) engage Engage, directly or indirectly, either personally or as an employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive (as hereinafter defined) with the business of the Corporation. Employer. (b) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing continental United States where Employer then conducts its products, business and if it involves the manufacture or sale of component parts environmental control systems for the aerospace industry government or commercial use, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (Cc) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ed) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision there shall be substituted or added, said provisions will nevertheless and there is hereby substituted or added, as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (Aa) During Employee will truthfully and accurately make, maintain and preserve all records and reports that the term Company may from time to time reasonably request or require; (b) Employee will obey all rules, regulations and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee's employment with ’s services to the Corporation mutual benefit of the Parties; (c) Employee will make available to the Company any and all of the information of which Employee has knowledge relating to the business of the Company or any of the Company’s other Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all time thereafter money, records, goods, wares and merchandise or other property belonging to the Company of which Employee covenants has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (e) Employee acknowledges that as a condition of employment, [he/she] must sign and comply with an Employee Confidential Information and Inventions Assignment Agreement, which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations; (f) Employee agrees that Employee upon termination of [his/her] employment hereunder [he/she] will not in any manner directly or indirectly, except as required in Employee's duties immediately surrender and turn over to the CorporationCompany all books, disclose or divulge records, forms, specifications, formulae, data, processes, papers and writings related to any personthe business of the Company, entityand all other property belonging to the Company, firm or company whatsoevertogether with all copies of the foregoing, or use for Employee's own benefit or it being understood and agreed that the benefit of any other person, entity, firm or companysame are the sole property, directly or indirectly, of the Company; (g) Employee understands that in [his/her] performing work for the Company, [he/she] will be expected not to use or disclose any knowledge, devices, confidential information, techniquesincluding trade secrets, customer lists, business plans of any former employer or other data belonging person that Employee has an obligation of confidentiality. Rather, Employee further understands that [he/she] will be expected to use only that information which is generally known and used by persons with training and experience comparable to [his/her] own, which is common knowledge in the Corporation industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that [he/she] will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that [he/she] has disclosed to the Company any contract [he/she] has signed that may restrict Employee’s activities on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementCompany. (Bh) During Employee acknowledges and understands that the term securities of Employee's employment with the Corporation Company are publicly traded and for subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)result, Employee covenants acknowledges and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any [he/she] is required under applicable securities laws to refrain from trading in securities of the customers (or their respective affiliates or successors) Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the Corporation; performance of Employee’s duties hereunder, and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of [he/she] will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (A) During the term As a consequence of Employee's employment ’s acquisition or anticipated acquisition of Confidential Information, Employee will occupy a position of trust and confidence with respect to Company’s affairs and business. Employee acknowledges that Company’s Confidential Information is/are valuable, special and unique assets of Company, which Company uses in its business to obtain competitive advantage over its competitors that do not know or use such information. In view of the Corporation foregoing and of the consideration being provided to Employee by Company for all time thereafter the execution of this Agreement, Employee covenants and agrees that it is reasonable and necessary that Employee make the following covenants. Employee does hereby covenant and agree as follows: (a) That he/she will not at all times keep in any manner strict confidence, and will not, either directly or indirectlyindirectly (other than in the regular course of Company’s business), except as required in Employee's duties copy, transfer, make known, divulge, reveal, furnish, make available for use, disclose, publish, make available to the Corporationothers, disclose misappropriate or divulge to use, at any persontime, entity, firm or company whatsoeverany of Company’s Confidential Information; and (b) That he/she will safeguard all of Company’s Confidential Information at all times so that it, or use for any of it, is not exposed to, or taken by, unauthorized persons, and Employee shall exercise his/her best efforts at all times to assure such Confidential Information’s safekeeping, confidentiality and secrecy; and (c) That the prohibitions against Employee regarding Company’s Confidential Information contained in this paragraph 4, include but are not limited to, disclosing the fact that any similarity exists between the Confidential Information and information independently developed by any third party, and Employee understands that such similarity does not excuse Employee from abiding by his or her covenants or other obligations under this Agreement. (d) That the prohibitions against Employee's own benefit ’s use, copying or the benefit transfer of any other personConfidential Information includes, entitybut is not limited to, firm selling, licensing or companyotherwise exploiting, directly or indirectly, any knowledgeproducts or services (including data bases, deviceswritten documents and software in any form) which embody or are derived from Confidential Information, information, techniques, customer lists, business plans or other data belonging to exercising judgment in performing analyses based upon knowledge of Confidential Information. (e) That the Corporation or developed certain Employment Agreement entered into by and between Company and Employee on behalf (as of the Corporation during his employment with the Corporation, without regard to whether dates below) is incorporated herein and hereat by reference for all pertinent purposes and such Employment Agreement and all of the foregoing matters will its terms and provisions shall be ancillary to this Agreement and shall be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential a part hereof and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be enforceable hereunder separate and distinct from its enforceability as a material breach of separate agreement, e.g., it shall be enforceable as a separate and distinct agreement as well as being enforceable as a part hereof and shall be deemed to be ancillary to this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During So long as Employee shall remain employed with Employer and at all times after the term termination of Employee's employment with the Corporation and his employment, for all time thereafter whatever reason, Employee covenants covenants, warrants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer hereunder), disclose in any manner, directly or indirectly, actually or attempt to: Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or for the benefit of any other personthird person or concern, entity, firm or company, directly for any reason inconsistent with the purpose of this Agreement or indirectlyinconsistent with Employee's confidential and fiduciary relationship with Employer, any knowledgetrade secrets, formulae, devices, informationknow-how, management and business methods, techniques, opportunities, customer listsinformation, supplier information, business or financial plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the CorporationEmployer, and the parties further stipulate that any breach beach or evasion of the terms of this subparagraph (Aa) shall be a material breach of this Agreement, provided that the foregoing restrictions shall not apply (x) with respect to matters that are or become generally known to the public without breach of this Agreement or any other agreement or instrument by which Employee is bound, or (y) where Employee is required by law, governmental regulation, or court order to disclose such matters. (Bb) During the term of Employee's employment with the Corporation Employer, and for a period of two (2) years (after the "Covenant Term") after cessation termination of such employment, for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)reason, Employee covenants covenants, warrants and agrees that Employee will not (except as required in Employee's duties to Employer), in any manner manner, directly or indirectly, actually or attempt to: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates agents of Employer, or successors) in any manner engage in any conduct or activity, including but not limited to, verbal representations or declarations that would or could be construed or intended as a disparagement of the CorporationEmployer's interests; (ii) engage Engage within the United States or anywhere outside of the United States where the Emloyer conducts business, directly or indirectly, either personally or as an owner, employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive "competitive" (as hereinafter defined) with the business of the Corporation. Employer. (c) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture or sale of component parts high-tech integrated military electronics, support equipment for government or commercial use, logistics services for all branches of the aerospace industry United States armed forces and foreign militaries that do business with Employer, homeland security forces and other governmental and intelligence agencies, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then formulated definitive plans to enter; . Notwithstanding the foregoing, Employee may own up to one percent (iii1%) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber of the outstanding securities of a corporation or other person transacting business entity that is "competitive" with the Corporation to terminate their relationship business of Employer if such entity's securities are traded on a national securities exchange or on the over-the-counter market. Employee agrees that during the term of his employment with Employer and for the Corporation, or to represent, distribute or sell products in competition with products term of the Corporation; or (iv) induce restrictive covenants set forth herein, he will promptly communicate to Employer the identity of all companies, persons or cause concerns with whom Employee is considering employment, association or other relationship along with other information as to the products and services of such company, person or concern sufficient in detail to permit Employer to make a determination as to whether or not competition exists. In order to preserve its rights under this Agreement, Employer may advise any employee third party with whom Employee may consider, establish or contract a relationship of the Corporation existence in terms of this Agreement, and Employee authorizes and consents to leave the employ of the Corporationsuch disclosure, and Employer shall have no liability for so acting. (Cd) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph Paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ee) It is the intention of the parties to restrict the activities of Employee under this paragraph Paragraph 7 only to the extent necessary for the protection of the legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision there shall be substituted or added, said provisions will nevertheless and there is hereby substituted or added, as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, the Employee does hereby covenant, agree and promise that during the term hereof and thereafter to the extent specifically provided in this Agreement: (Aa) During Except as otherwise specifically permitted by this Agreement, during the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that this Agreement, Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companyactively engage, directly or indirectly, in any knowledgeother business other than that of Company, devicesexcept at the direction or approval of the Company. (b) The Employee will use his best reasonable efforts to truthfully and accurately make, informationmaintain and preserve all records and reports that the Company may from time to time request or require. (c) The Employee will fully account for all money, techniquesrecords, customer listsgoods, business plans wares and merchandise or other data property belonging to the Corporation or developed Company of which the Employee has custody, and will pay over and deliver same promptly whenever and however he may be reasonably directed to do so by the Company. (d) The Employee on behalf will obey all rules, regulations and special instructions of the Corporation during his employment with Company applicable to him, and will be loyal and faithful to the Corporation, without regard Company at all times. (e) The Employee will make available to whether the Company any and all of the foregoing matters information of which he has knowledge relating to the business of the Company, and will make all suggestions and recommendations which he feels will be deemed confidentialof mutual benefit to the Parties. (f) The Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all books, material or importantrecords, forms, specifications, formulae, data, processes, papers and writings related to the parties hereto stipulatingBusiness of the Company and all other property belonging to the Company, as between themtogether with all copies of the foregoing, it being understood and agreed that the same are important, material, confidential and the sole property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementCompany. (Bg) During The Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions and other things of value relating to the Business of the Company (hereinafter collectively referred to as "intangible rights"), whether patentable or not, which are conceived, made, invented or suggested by him alone or in collaboration with others during the term of Employee's employment with his employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Corporation Company and for a period of two (2) years (shall be the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants sole and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any exclusive property of the customers (or their respective affiliates or successors) Company. The Employee hereby assigns all of his right, title and interest in and to all such intangible rights to the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its productsCompany, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if . In the business currently operated event that any of such intangible rights shall be deemed by the Corporation is terminated and Company to be patentable or otherwise registerable under any federal, state or foreign law, the assets Employee further agrees that, at the expense of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this AgreementCompany, he will execute all documents and do all things reasonably necessary, advisable or proper to obtain patents therefor or registration thereof, and to vest in the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenantsCompany full title thereto. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During the term of this Employment Agreement, Employee shall not directly or indirectly engage in any business, whether as a proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the stock of any corporation or association of any nature which is competitive to the business conducted by Employer, Dycom, or any of Dycom's other wholly owned subsidiaries. (b) During the term of this Employment Agreement, Employee will not divulge or appropriate to Employee's own use or to the use of others any trade secrets or confidential information or confidential knowledge pertaining in any to the business of Employer, Dycom or any of Dycom's other wholly owned subsidiaries. (c) In the event Employee breaches this Employment Agreement or if Employee's employment is terminated pursuant to paragraph 5(a) of this Employment Agreement, and Employer and/or Dycom has not breached this Employment Agreement or any other 3 agreement with Employee, Employee separately agrees, being fully aware that the Corporation performance of this Employment Agreement is important to preserve the present value of the property and business of Employer and Dycom, that for all time thereafter the greater of (i) twelve (12) calendar months following the date of such termination or (ii) the unexpired portion of the first three (3) years of this Employment Agreement, Employee covenants shall not directly or indirectly engage in any business, whether as proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the stock of any corporation or association of any nature which is competitive to the business conducted by Employer or any of Dycom's other wholly owned subsidiaries in the current geographical service area of Employer or in any other geographical service area of Employer or any of Dycom's other wholly owned subsidiaries during the term of Employee's employment. Within such geographical service areas and during such non-compete period, Employee shall not solicit or do business competitive to the business conducted by Employer or any of Dycom's other wholly owned subsidiaries, with any customers, partners or associates of Employer or any of Dycom's other wholly owned subsidiaries. (d) Employee agrees that the breach by Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companyof the foregoing covenants is likely to result in irreparable harm, directly or indirectly, any knowledgeto Employer and Dycom. Employee, devicestherefore, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants consents and agrees that if Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with violates any of the customers (such covenants, Employer and Dycom shall be entitled, among and in addition to any other rights or their respective affiliates remedies available under this Employment Agreement or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole at law or in part within any geographic area wherein the Corporation is engaged in marketing its productsequity, to temporary and if it involves the manufacture permanent injunctive relief to prevent Employee from committing or continuing a breach of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these such covenants. (Ee) It is the intention desire, intent and agreement of Employee, Employer and Dycom that the parties to restrict the activities of restrictions placed on Employee under by this paragraph 7 only 4 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent necessary for that any portion of this paragraph 4 shall be adjudicated to be unenforceable, such portion shall be deemed amended to delete therefrom or to reform the protection portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of legitimate business interests such portion in the particular jurisdiction in which such adjudication is made. (f) Any controversy or claim arising out of or relating to this Employment Agreement shall be settled by arbitration in Philadelphia County, Pennsylvania, in accordance with the rules then in effect of the CorporationAmerican Arbitration Association, and judgment upon the parties specifically covenant award rendered may be entered in any court having 4 jurisdiction thereon. The arbitrator(s) shall have the right and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable ability to award attorneys' fees to the extent necessary for prevailing party in any such protectionarbitration proceeding.

Covenants of Employee. The Employee agrees and acknowledges that certain of the Company's services are proprietary in nature and shall have been marketed through the use of customer lists, trade secrets, methods of operation and other confidential information possessed by the Company and disclosed in confidence to the Employee (Ahereinafter the "Trade Secrets or Confidential Information) which may not have been accessible to other persons in the trade. Trade Secrets and Confidential Information shall not include: (i) any information in the public domain, (ii) any information received unsolicited from a third party under no obligation of secrecy, or (iii) any information known by Employee prior to entering into this Agreement. The Employee also acknowledges that he will have substantial and ongoing contact with the Company's clients and will thereby gain knowledge of client's needs and preferences, sources of information and other valuable information necessary for the success of the Company's business. The Employee therefore covenants and agrees as follows: A. He will not at any time take any action or make any statement that could discredit the reputation of the Company or its services or products. B. During the term of this Agreement and for a period of one (1) year following termination of Employee's employment with the Corporation and Company for all time thereafter any reason, the Employee covenants and shall not: (i) Solicit or accept business directly or indirectly from any client of the Company which does business within a five hundred (500) mile radius of any facility owned or operated by the Company; (ii) Except as may be required by law, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of the Company, the Trade Secrets or Confidential Information or any other confidential information of or pertaining to the Company or its services, disclosed to or obtained by the Employee during the term of this Agreement. The Employee further agrees that Employee will not in he shall not, either during the term of this Agreement or at any manner time subsequent thereto, use, disclose or otherwise reveal any of the Trade Secrets or Confidential Information to any person, either directly or indirectly, whether or not for compensation or remuneration, except as required necessary while performing services on behalf of the Company; (iii) Own, manage, advise, counsel, assist or engage in Employee's duties to the Corporationownership, disclose management or divulge to any person, entity, firm or company whatsoevercontrol of, or use for Employee's own benefit be employed or the benefit of any other personengaged by or otherwise affiliated or associated as a consultant, entity, firm independent contractor or companyotherwise, directly or indirectly, with any knowledgeother corporation, devicespartnership, proprietorship, or other business entity, or otherwise engage in any business which competes with or is similar in nature to a business in which the Company is engaged, and from which the Company derives more than 5% of its revenue, within a five hundred (500) mile radius of any facility owned or operated by the Company; and (iv) In conjunction with 5 (B) (iii), solicit, induce, aid or suggest to any of the employees, officers, agents, or consultants of the Company or other persons having a substantial contractual relationship with the Company, to leave such employ, cease any consulting relationship with the Company, or terminate such contractual relationship with the Company. C. Employee recognizes that the foregoing items are material to this Agreement and that the failure to abide by such terms shall constitute, sufficient Cause for Termination of Employment as provided in Section 6 hereof. D. Employee agrees and understands that the remedy at law for any breach of this Section 5 will be inadequate and that damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in the event that the Company shall institute any action or proceeding to enforce the provisions of this Agreement, the Employee hereby waives the claim or defense therein that the Company has an adequate remedy at law. Nothing in this Section 5 shall be deemed to limit the Company's remedies at law or in equity for breach by the Employee of any of the provisions of this Section 5 which may be pursued by the Company. E. Employee shall not create or suffer to be created, without the express prior written consent of the Company, any mortgage, pledge, lien or encumbrance of any kind whatsoever against or upon any property of the Company, or make any contract or create any obligation, liability or debt of any kind, in the name of or binding upon the Company without its prior written consent other than in the ordinary course of business. F. Employee agrees that, upon termination or employment with the Company for any reason whatsoever, Employee will immediately return to Company all papers, books, price lists and price information, techniqueslists of sources of supply, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf processes, inventions, mailing lists, employee lists and resumes, computer print-outs, manuals, sales literature, Employee's copies of the Corporation during his employment with the Corporationcustomer invoices, without regard to whether all quotations, purchase orders, any copies of the foregoing matters will be deemed confidentialor any documents or notes containing excerpts from the foregoing and all other documents, material or importantdata, the parties hereto stipulatingequipment, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same products belonging to or use of the same by third parties would greatly affect the effective and successful conduct of related to the business of the Corporation Company which may be in Employee's possession. If any such information has been electronically stored, Employee shall return all disks, or other storage media, containing such information and shall permanently delete such information from the goodwill computer hard drive, or other non removable storage device, or any computer owned or controlled by Employee after providing the Company a copy of the Corporationinformation. G. Employee agrees to assign and hereby assigns to Company all of Employee's right, title and interest, if any, in and to all inventions, improvements, patents, trademarks, copyrights, and that any breach of trade names, which during the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term period of Employee's employment by Company, Employee has obtained, made or conceived or may hereafter make or conceive, either solely or jointly with others, in the Corporation and for a period course of two (2) years (such employment, within the "Covenant Term") after cessation for whatever scope of the Company's business, work or investigations, or with use of the Company's time, employees, material or facilities, or relating to or suggested by work or problems arising in Company's business of which Employee has been or may become aware by reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee's employment. Employee covenants and agrees that Employee will not execute, acknowledge and deliver all papers, documents, assignments and other information as may be required by Company to obtain any patents, trademarks, copyrights, trade names or other registrations or applications in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any the name of the customers (or their respective affiliates or successors) Company. H. Employee agrees that the remedy at law for any breach by Employee of the Corporation; (ii) engage directly or indirectlycovenants set forth in the foregoing sections 5A, either personally or as an employeeB, partnerC, associate partnerD, officerE, manager, agent, advisor, consultant or otherwiseF, or by means of any corporate or other entity or deviceG is inadequate and the Company, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its productsaddition to having an action at law for damages, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense entitled to the enforcement by the Corporation of injunctive relief to enforce these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During Employee agrees that during the term of Employee's employment with the Corporation Term and for all time thereafter Employee covenants and agrees that Employee one year following a termination of employment for any reason, he will not in any manner not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. b) Employee agrees that during the Term and for one year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit,hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of one year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served during his employment with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the lines of business that were the same as then being offered by the Company or any of its subsidiaries as of the termination of employee's employment. c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether or not Employee is still an employee of the Company at the time of such requests. d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company. ii) Employee agrees that, except as required in by Employee's duties to or authorized in writing by the CorporationCompany and its subsidiaries, disclose or divulge to he will not at any persontime during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companydisclose, directly or indirectly, any knowledgeConfidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, devicesin which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects. iii) Employee agrees to take all reasonable steps necessary, informationor reasonably requested by the Company or its subsidiaries, techniquesto ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and iv) Employee agrees that, customer listsupon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, business plans or other data belonging he will promptly deliver to the Corporation Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or developed by Employee on behalf of under the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term control of Employee's employment with . Employee further agrees that, if requested by the Corporation and for a period of two Company to return any Confidential Information pursuant to this Subsection (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7iv), Employee covenants and agrees that Employee he will not in make or retain any manner directly copy or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationextract from such materials. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation Employer, and for all time thereafter a period of two (2) years after the cessation of such employment, for whatever reason, Employee covenants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer), disclose in any manner directly or indirectly: (i) Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, in competition with the business of Employer, as the same may exist at the date of such cessation, any knowledge, formulae, devices, information, business methods, techniques, customer lists, supplier lists, business plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementEmployer. (Bii) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates or successors) agents of the Corporation;Employer. (iiiii) engage Engage, directly or indirectly, either personally or as an employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive (as hereinafter defined) with the business of the Corporation. Employer. (b) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, continental United States and if it involves the manufacture or sale of component parts high-tech integrated military electronics, support equipment for the aerospace industry government or commercial use, logistic services or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (Cc) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ed) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision there shall be substituted or added, said provisions will nevertheless and there is hereby substituted or added, as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (Aa) During Employee will truthfully and accurately make, maintain, and preserve all records and reports that the term Company may from time to time reasonably request or require; (b) Employee will obey all rules, regulations and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee's employment ’s services to the mutual benefit of the Parties; (c) Employee will make available to the Company any and all of the information of which Employee has knowledge relating to the business of the Company or any of the Company’s other Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (e) Employee acknowledges that as a condition of employment, he must sign and comply with the Corporation Employee Confidential Information and for all time thereafter Inventions Assignment Agreement attached hereto as Exhibit A, which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations; (f) Employee covenants and agrees that Employee upon termination of his employment hereunder he will not in any manner directly or indirectly, except as required in Employee's duties immediately surrender and turn over to the CorporationCompany all books, disclose or divulge records, forms, specifications, formulae, data, processes, papers and writings related to any personthe business of the Company, entityand all other property belonging to the Company, firm or company whatsoevertogether with all copies of the foregoing, or use for Employee's own benefit or it being understood and agreed that the benefit of any other person, entity, firm or companysame are the sole property, directly or indirectly, of the Company; (g) Employee understands that in his performing work for the Company, he will be expected not to use or disclose any knowledge, devices, confidential information, techniquesincluding trade secrets, customer lists, business plans of any former employer or other data belonging person to Employee has an obligation of confidentiality. Rather, Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the Corporation industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementCompany. (Bh) During Employee acknowledges and understands that the term securities of Employee's employment with the Corporation Company are publicly traded and for subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)result, Employee covenants acknowledges and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any he is required under applicable securities laws to refrain from trading in securities of the customers (or their respective affiliates or successors) Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the Corporation; performance of Employee’s duties hereunder, and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of he will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (AFor and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Employer, the Employee does hereby covenant, agree, and promise that during the Term hereof and for a period thereafter to the extent specifically provided in this Agreement as follows: a) During the term of Employee's employment this Agreement, Employee shall be allowed to pursue other business interests and/or professional pursuits, provided such involvement would not (i) interfere with the Corporation and for all time thereafter Employee covenants and agrees that his duties as set forth herein. b) Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companyengage, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is activity competitive with the business of the CorporationEmployer. For purposes This prohibition shall include the ownership, management, operation, control of, employment by, participation in, or connection with the management, ownership, operation or control of, in any manner, any business of this covenant a business the type and character engaged in by the Employer. Notwithstanding the foregoing, the Employee may make or maintain an investment not to exceed five percent (5%) of the capital stock of any publicly traded company. c) Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Employer may from time-to-time request or require. d) Employee will fully account for all money, records, goods, wares and merchandise, or other property belonging to the Employer of which the Employee has custody, and will promptly pay over and deliver the same whenever and however the Employee may be reasonably directed to do so. e) Employee will obey all rules, regulations, and special instructions applicable to him, including but not limited to, those set forth in Employer’s then existing policies and procedures manual, and will be deemed competitive if it is conducted in whole or in part within any geographic area wherein loyal and faithful to the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the CorporationEmployer at all times. (Cf) The parties agree that Employee will make available to the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event Employer any and all of the operating assets information of which the Employee has knowledge relating to the business of the Employer, and will make all suggestions and recommendations which the Employee feels will be mutually beneficial to the Parties. g) Employee agrees that upon termination of his employment hereunder, he will immediately surrender and turn over to the Employer all books, records, forms, specifications, formulae, data, processes, programs, papers and writings related to the business of the Employer and all other property belonging to the Employer, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Employer. h) Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions, and other things of value whether patentable or not, which are conceived, made, invented, or suggested either by the Employee alone or in collaboration with others, whether before or during the Term of his employment which pertain specifically to the Employer and whether or not during regular working hours, shall be promptly disclosed in writing to the Employer and shall be the sole and exclusive property of the Employer. The Employee hereby assigns all of his right, title, and interest in and to all such Intangible Rights to the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this AgreementEmployer, and the existence Employer’s successors or assignees. In the event that any of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement said Intangible Rights are deemed by the Corporation Employer to be patentable or otherwise registerable under any federal, state, or foreign law, the Employee further agrees that at the expense of these covenants. (E) It is the intention of the parties Employer, he will execute all documents and do all things necessary, advisable, or proper to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporationobtain patents therefore or registration thereof, and to vest in the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protectionEmployer full title thereto.

Covenants of Employee. (A) During the term of Employee's ’s employment with the Corporation and for all time thereafter thereafter, Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's ’s duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's ’s own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's ’s employment with the Corporation and for a period of two (2) years or one (1) year with respect to subparagraph (4) below (the "“Covenant Term"”) after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's ’s employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv4) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i1) reduced to six (6) months after cessation for whatever reason of Employee’s employment with the Corporation in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii2) eliminated if the business currently operated by the Corporation is terminated terminated, and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless shall automatically be amended and modified to the minimum extent necessary in order for the provision(s) in question to be valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (Aa) During So long as Employee shall remain employed with Employer and at all times after the term termination of Employee's employment with the Corporation and his employment, for all time thereafter whatever reason, Employee covenants covenants, warrants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer hereunder), disclose in any manner, directly or indirectly, actually or attempt to: Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or for the benefit of any other personthird person or concern, entity, firm or company, directly for any reason inconsistent with the purpose of this Agreement or indirectlyinconsistent with Employee's confidential and fiduciary relationship with Employer, any knowledgetrade secrets, formulae, devices, informationknow-how, management and business methods, techniques, opportunities, customer listsinformation, supplier information, business or financial plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the CorporationEmployer, and the parties further stipulate that any breach or evasion of the terms of this subparagraph (Aa) shall be a material breach of this Agreement, provided that the foregoing restrictions shall not apply (x) with respect to matters that are or become generally known to the public without breach of this Agreement or any other agreement or instrument by which Employee is bound, or (y) where Employee is required by law, governmental regulation, or court order to disclose such matters. (Bb) During the term of Employee's employment with the Corporation Employer, and for a period of two (2) years (after the "Covenant Term") after cessation termination of such employment, for whatever reason of such employment (except as hereinafter provided in subparagraph such two (C2) of this paragraph 7year period shall be reduced to one (1) year if Employee was terminated by Employer without cause), Employee covenants covenants, warrants and agrees that Employee will not (except as required in Employee's duties to Employer), in any manner manner, directly or indirectly, actually or attempt to: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates agents of Employer, or successors) in any manner engage in any conduct or activity, including but not limited to, verbal representations or declarations that would or could be construed or intended as a disparagement of the CorporationEmployer's interests; (ii) engage Engage within the United States or anywhere outside of the United States where the Employer conducts business, directly or indirectly, either personally or as an owner, employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive "competitive" (as hereinafter defined) with the business of the Corporation. Employer. (c) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture or sale of component parts high-tech integrated military electronics, support equipment for government or commercial use, logistics services for all branches of the aerospace industry United States armed forces and foreign militaries that do business with Employer, homeland security forces and other governmental and intelligence agencies, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then formulated definitive plans to enter; . Notwithstanding the foregoing, Employee may own up to one percent (iii1%) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber of the outstanding securities of a corporation or other person transacting business entity that is "competitive" with the Corporation to terminate their relationship business of Employer if such entity's securities are traded on a national securities exchange or on the over-the-counter market. Employee agrees that during the term of his employment with Employer and for the Corporation, or to represent, distribute or sell products in competition with products term of the Corporation; or (iv) induce restrictive covenants set forth herein, he will promptly communicate to Employer the identity of all companies, persons or cause concerns with whom Employee is considering employment, association or other relationship along with other information as to the products and services of such company, person or concern sufficient in detail to permit Employer to make a determination as to whether or not competition exists. In order to preserve its rights under this Agreement, Employer may advise any employee third party with whom Employee may consider, establish or contract a relationship of the Corporation to leave the employ existence of the Corporationterms of this Agreement, and Employee authorizes and consents to such disclosure, and Employer shall have no liability for so acting. (Cd) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph Paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ee) It is the intention of the parties to restrict the activities of Employee under this paragraph Paragraph 7 only to the extent necessary for the protection of the legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision there shall be substituted or added, said provisions will nevertheless and there is hereby substituted or added, as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. Employee agrees that during the Noncompetition Period (Aas herein defined), Employee will not: (i) During the term of directly or indirectly own, manage, control, participate in, lend Employee's employment name to, act as consultant or advisor to or render services for, alone or in association with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entityfirm, firm corporation or company, directly or indirectlyother business organization, any knowledge, devices, information, techniques, customer lists, business plans other person or other data belonging entity engaged as a competitor to the Corporation Company or developed by Employee on behalf any of its affiliates in the Corporation during his employment live television home shopping business or an ecommerce business affiliated with a live television home shopping business (the Corporation"Restricted Business"), without regard to whether all of anywhere within the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, United States that the same are important, material, confidential and the property Company or any of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of its affiliates operates during Employee's employment with the Corporation and for a period of two (2) years (the "Covenant TermRestricted Area") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; ; (ii) engage have any interest directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, indirectly in any business engaged in the Restricted Business in the Restricted Area other than the Company (provided that nothing herein will prevent Employee from owning in the aggregate not more than 1.0% of the outstanding stock of any class of a corporation engaged in the Restricted Business in the Restricted Area which is competitive publicly traded, so long as Employee has no participation in the management or conduct of business of such corporation); (iii) induce or attempt to induce any employee of the Company or of any affiliate of the Company to leave his or her employ, or in any other way interfere with the business relationship between the Company or any affiliate of the CorporationCompany and any other employee; or (iv) induce or attempt to induce any customer, supplier, franchisee, licensee, other business relation of the Company or any affiliate of the Company to cease doing business with the Company or any affiliate of the Company, or in any way interfere with the relationship between any customer, franchisee or other business relation and the Company or any affiliate of the Company, without the prior written consent of the Company. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein Agreement, the Corporation is engaged in marketing its products, and if it involves "Noncompetition Period" shall mean the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, period commencing as of the date of cessation of Employee's employment, with any business then being conducted by this Agreement and ending on the Corporation or as to which date that is 180 days following the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products later of the Corporation; or (iv) induce Termination Date or cause any employee the last day of the Corporation to leave the employ of the CorporationSeverance Period. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation Employer, and for all time thereafter a period of one (1) year after the cessation of such employment, for whatever reason, Employee covenants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer), disclose in any manner directly or indirectly: (i) Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, in competition with the business of Employer, as the same may exist at the date of such cessation, any knowledge, formulae, devices, information, business methods, techniques, customer lists, supplier lists, business plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the CorporationEmployer, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage Engage, directly or indirectly, either personally or as an employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive (as hereinafter defined) with the business of the Corporation. Employer. (b) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing continental United States where Employer then conducts its products, business and if it involves the manufacture or sale of component parts environmental control systems for the aerospace industry government or commercial use, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (Cc) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this the paragraph 7 8, shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ed) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 8 only to the extent necessary for the protection of legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision there shall be substituted or added, said provisions will nevertheless and there is hereby substituted or added, as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (A) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years or one (1) year with respect to subparagraph (iv) below (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. The Employee agrees and acknowledges that certain of the Company's services are proprietary in nature and shall have been marketed through the use of customer lists, trade secrets, methods of operation and other confidential information possessed by the Company and disclosed in confidence to the Employee (Ahereinafter the "Trade Secrets or Confidential Information) which may not have been accessible to other persons in the trade. Trade Secrets and Confidential Information shall not include: (i) any information in the public domain, (ii) any information received unsolicited from a third party under no obligation of secrecy, or (iii) any information known by Employee prior to entering into this Agreement. The Employee also acknowledges that he will have substantial and ongoing contact with the Company's clients and will thereby gain knowledge of client's needs and preferences, sources of information and other valuable information necessary for the success of the Company's business. The Employee therefore covenants and agrees as follows: A. He will not at any time take any action or make any statement that could discredit the reputation of the Company or its services or products. B. During the term of this Agreement and for a period of one (1) year following termination of Employee's employment with the Corporation and Company for all time thereafter any reason, the Employee covenants and shall not: (i) Solicit or accept business directly or indirectly from any client of the Company which does business within a five hundred (500) mile radius of any facility owned or operated by the Company; (ii) Except as may be required by law, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of the Company, the Trade Secrets or Confidential Information or any other confidential information of or pertaining to the Company or its services, disclosed to or obtained by the Employee during the term of this Agreement. The Employee further agrees that Employee will not in he shall not, either during the term of this Agreement or at any manner time subsequent thereto, use, disclose or otherwise reveal any of the Trade Secrets or Confidential Information to any person, either directly or indirectly, whether or not for compensation or remuneration, except as required necessary while performing services on behalf of the Company; (iii) Own, manage, advise, counsel, assist or engage in Employee's duties to the Corporationownership, disclose management or divulge to any person, entity, firm or company whatsoevercontrol of, or use for Employee's own benefit be employed or the benefit of any other personengaged by or otherwise affiliated or associated as a consultant, entity, firm independent contractor or companyotherwise, directly or indirectly, with any knowledgeother corporation, devicespartnership, proprietorship, or other business entity, or otherwise engage in any business which competes with or is similar in nature to a business in which the Company is engaged, and from which the Company derives more than 5% of its revenue, within a five hundred (500) mile radius of any facility owned or operated by the Company; and (iv) In conjunction with 5 (B) (iii), solicit, induce, aid or suggest to any of the employees, officers, agents, or consultants of the Company or other persons having a substantial contractual relationship with the Company, to leave such employ, cease any consulting relationship with the Company, or terminate such contractual relationship with the Company. C. Employee recognizes that the foregoing items are material to this Agreement and that the failure to abide by such terms shall constitute, sufficient Cause for Termination of Employment as provided in Section 6 hereof. D. Employee agrees and understands that the remedy at law for any breach of this Section 5 will be inadequate and that damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in the event that the Company shall institute any action or proceeding to enforce the provisions of this Agreement, the Employee hereby waives the claim or defense therein that the Company has an adequate remedy at law. Nothing in this Section 5 shall be deemed to limit the Company's remedies at law or in equity for breach by the Employee of any of the provisions of this Section 5 which may be pursued by the Company. E. Employee shall not create or suffer to be created, without the express prior written consent of the Company, any mortgage, pledge, lien or encumbrance of any kind whatsoever against or upon any property of the Company, or make any contract or create any obligation, liability or debt of any kind, in the name of or binding upon the Company without its prior written consent other than in the ordinary course of business. F. Employee agrees that, upon termination or employment with the Company for any reason whatsoever, Employee will immediately return to Company all papers, books, price lists and price information, techniqueslists of sources of supply, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf processes, inventions, mailing lists, employee lists and resumes, computer print-outs, manuals, sales literature, Employee's copies of the Corporation during his employment with the Corporationcustomer invoices, without regard to whether all quotations, purchase orders, any copies of the foregoing matters will be deemed confidentialor any documents or notes containing excerpts from the foregoing and all other documents, material or importantdata, the parties hereto stipulatingequipment, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same products belonging to or use of the same by third parties would greatly affect the effective and successful conduct of related to the business of the Corporation Company which may be in Employee's possession. If any such information has been electronically stored, Employee shall return all disks, or other storage media, containing such information and shall permanently delete such information from the goodwill computer hard drive, or other non removable storage device, or any computer owned or controlled by Employee after providing the Company a copy of the Corporationinformation. G. Employee agrees to assign and hereby assigns to Company all of Employee's right, title and interest, if any, in and to all inventions, improvements, patents, trademarks, copyrights, and that any breach of trade names, which during the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term period of Employee's employment by Company, Employee has obtained, made or conceived or may hereafter make or conceive, either solely or jointly with others, in the Corporation and for a period course of two (2) years (such employment, within the "Covenant Term") after cessation for whatever scope of the Company's business, work or investigations, or with use of the Company's time, employees, material or facilities, or relating to or suggested by work or problems arising in Company's business of which Employee has been or may become aware by reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee's employment. Employee covenants and agrees that Employee will not execute, acknowledge and deliver all papers, documents, assignments and other information as may be required by Company to obtain any patents, trademarks, copyrights, trade names or other registrations or applications in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any the name of the customers (or their respective affiliates or successors) Company. H. Employee agrees that the remedy at law for any breach by Employee of the Corporation; (ii) engage directly or indirectlycovenants set forth in the foregoing sections 5A, either personally or as an employeeB, partnerC, associate partnerD, officerE, manager, agent, advisor, consultant or otherwiseF, or by means of any corporate or other entity or deviceG is inadequate and the Company, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its productsaddition to having an action at law for damages, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense entitled to the enforcement by the Corporation of injunctive relief to enforce these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During So long as this Agreement shall be in effect and at all times after the term of Employee's employment with the Corporation and termination hereof, for all time thereafter whatever reason, Employee covenants covenants, warrants, and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer), disclose in any manner directly or indirectly, actually or attempt to: (i) Disclose or divulge to any person, entity, firm or company whatsoever, or use or utilize for Employee's own benefit or for the benefit of any other personthird person or concern, entity, firm or company, directly for any reason inconsistent with the purpose of this Agreement or indirectlyinconsistent with Employee's confidential and fiduciary relationship with Employer, any knowledgetrade secrets, devicesformulae, know-how, management and business methods, techniques or opportunities, customer information, techniques, customer listssupplier information, business or financial plans and materials or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, and without regard to whether all of the foregoing matters will would otherwise be deemed confidential, proprietary, material or important, the parties hereto stipulatinghereby stipulate, as between them, that the same foregoing are important, material, propriety, and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business and goodwill of the Corporation Employer, and the goodwill of the Corporation, and parties further stipulate that any breach or evasion of the terms of this subparagraph (Aa) shall be a material breach of this Agreement. (Bb) During the term of Employee's employment with the Corporation this Agreement and for a period of two (2) years (after the "Covenant Term") after cessation Employee's termination, for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)reason, Employee covenants covenants, warrants, and agrees that Employee will not (except as required in Employee's duties to Employer), in any manner directly or indirectly, actually or attempt to: (i) solicitSolicit, divert, take away from, have contact or interfere with any of the customers (customers, trade business, patronage, employees or their respective affiliates agents of Employer, or successors) in any manner engage in any conduct or activity including, but not limited to, verbal representations or declarations, that would or could be construed or are intended as a disparagement of the Corporation;Employer's interests; and (ii) engage Engage, within the United States, directly or indirectly, either personally or as an employee, partner, associate partnerassociate, consultant, officer, manager, agent, representative, advisor, consultant investor or stockholder or otherwise, or by means of any corporate or other entity or device, in any business which is competitive "competitive" (as hereinafter defined) with the business of the Corporation. Employer. (c) For purposes of this covenant hereof, a business will be deemed competitive "competitive" if it is conducted any of its products or product processes are substantially similar in whole use, design or in part within application to the present and future products or product processes of Employer or similar to any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business product with respect to which is in any manner competitive, Employer as of the date hereof has formulated a definitive interest. The Employee agrees that during the term of cessation this Agreement and for the term of Employee's the restrictive covenants set forth herein, he will promptly communicate to Employer the identity of all companies, persons or concerns with whom Employee is considering employment, association or other relationship along with any business then being conducted by the Corporation or other information as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of such company, person or concern sufficient in detail to permit Employer to make a determination as to whether or not competition exists. In order to preserve its rights under this Agreement, the Corporation; or (iv) induce Employer may advise any third party with whom the Employee may consider, establish or cause any employee contract a relationship of the Corporation existence and terms of this Agreement, and the Employee authorizes and consents to leave the employ of the Corporationsuch disclosure, and Company shall have no liability for so acting. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (Dd) All of the covenants of Employee contained in this paragraph 7 6 shall be construed as agreements independent of any other provision of this Agreement, Agreement and the existence of any claim or cause of action against the CorporationEmployer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ee) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 6 only to the extent necessary for the protection of legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by competent jurisdiction adjudicated to be either illegal, invalid, or unenforceable under present or future law, then, and in that event, it is the partiesintention of the parties hereto that, in lieu of each such clause or provision, there shall be deemed too broad for substituted or added, and there is hereby substituted and added a provision as similar in terms to such purposeillegal, said provisions will nevertheless invalid, or unenforceable clause or provision as may be valid legal, valid, and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (Aa) During So long as Employee shall remain employed with Employer and at all times after the term termination of Employee's employment with the Corporation and his employment, for all time thereafter whatever reason, Employee covenants covenants, warrants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer hereunder), disclose in any manner, directly or indirectly, actually or attempt to: Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or for the benefit of any other personthird person or concern, entity, firm or company, directly for any reason inconsistent with the purpose of this Agreement or indirectlyinconsistent with Employee's confidential and fiduciary relationship with Employer, any knowledgetrade secrets, formulae, devices, informationknow-how, management and business methods, techniques, opportunities, customer listsinformation, supplier information, business or financial plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the CorporationEmployer, and the parties further stipulate that any breach beach or evasion of the terms of this subparagraph (Aa) shall be a material breach of this Agreement, provided that the foregoing restrictions shall not apply (x) with respect to matters that are or become generally known to the public without breach of this Agreement or any other agreement or instrument by which Employee is bound, or (y) where Employee is required by law, governmental regulation, or court order to disclose such matters. (Bb) During the term of Employee's employment with the Corporation Employer, and for a during such period of two (2) years (time after the "Covenant Term") after cessation for whatever reason termination of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)that the Employee is receiving compensation from Employer hereunder, Employee covenants covenants, warrants, and agrees that Employee will not (except as required in Employee's duties to Employer), in any manner manner, directly or indirectly, actually or attempt to: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates agents of Employer, or successors) in any manner engage in any conduct or activity, including but not limited to, verbal representations or declarations that would or could be construed or intended as a disparagement of the CorporationEmployer's interests; (ii) engage Engage within the United States or anywhere outside of the United States where the Emloyer conducts business, directly or indirectly, either personally or as an owner, employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive "competitive" (as hereinafter defined) with the business of the Corporation. Employer. (c) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture or sale of component parts high-tech integrated military electronics, support equipment for government or commercial use, logistics services for all branches of the aerospace industry United States armed forces and foreign militaries that do business with Employer, homeland security forces and other governmental and intelligence agencies, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then formulated definitive plans to enter; . Notwithstanding the foregoing, Employee may own up to one percent (iii1%) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber of the outstanding securities of a corporation or other person transacting business entity that is "competitive" with the Corporation to terminate their relationship business of Employer if such entity's securities are traded on a national securities exchange or on the over-the-counter market. Employee agrees that during the term of his employment with Employer and for the Corporation, or to represent, distribute or sell products in competition with products term of the Corporation; or (iv) induce restrictive covenants set forth herein, he will promptly communicate to Employer the identity of all companies, persons or cause concerns with whom Employee is considering employment, association or other relationship along with other information as to the products and services of such company, person or concern sufficient in detail to permit Employer to make a determination as to whether or not competition exists. In order to preserve its rights under this Agreement, Employer may advise any employee third party with whom Employee may consider, establish or contract a relationship of the Corporation existence in terms of this Agreement, and Employee authorizes and consents to leave the employ of the Corporationsuch disclosure, and Employer shall have no liability for so acting. (Cd) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph Paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ee) It is the intention of the parties to restrict the activities of Employee under this paragraph Paragraph 7 only to the extent necessary for the protection of the legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision there shall be substituted or added, said provisions will nevertheless and there is hereby substituted or added, as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (Aa) During Employee will truthfully and accurately make, maintain and preserve all records and reports that the term Company may from time to time reasonably request or require; (b) Employee will obey all rules, regulations and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee's employment with ’s services to the Corporation mutual benefit of the Parties; (c) Employee will make available to the Company any and all of the information of which Employee has knowledge relating to the business of the Company or any of the Company’s other Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all time thereafter money, records, goods, wares and merchandise or other property belonging to the Company of which Employee covenants has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (e) Employee acknowledges that as a condition of employment, [he/she] must sign and comply with an Employee Confidential Information and Inventions Assignment Agreement, which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations; (f) Employee agrees that Employee upon termination of his employment hereunder he will not in any manner directly or indirectly, except as required in Employee's duties immediately surrender and turn over to the CorporationCompany all books, disclose or divulge records, forms, specifications, formulae, data, processes, papers and writings related to any personthe business of the Company, entityand all other property belonging to the Company, firm or company whatsoevertogether with all copies of the foregoing, or use for Employee's own benefit or it being understood and agreed that the benefit of any other person, entity, firm or companysame are the sole property, directly or indirectly, of the Company; (g) Employee understands that in his performing work for the Company, he will be expected not to use or disclose any knowledge, devices, confidential information, techniquesincluding trade secrets, customer lists, business plans of any former employer or other data belonging person that Employee has an obligation of confidentiality. Rather, Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the Corporation industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementCompany. (Bh) During Employee acknowledges and understands that the term securities of Employee's employment with the Corporation Company are publicly traded and for subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)result, Employee covenants acknowledges and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any he is required under applicable securities laws to refrain from trading in securities of the customers (or their respective affiliates or successors) Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the Corporation; performance of Employee’s duties hereunder, and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of he will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (AFor and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Employer, the Employee does hereby covenant, agree, and promise that during the Term hereof and for a period thereafter to the extent specifically provided in this Agreement as follows: a) During the term of Employee's employment this Agreement, Employee shall be allowed to pursue other business interests and/or professional pursuits, provided such involvement would not (i) interfere with the Corporation and for all time thereafter Employee covenants and agrees that his duties as set forth herein. b) Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companyengage, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is activity competitive with the business of the CorporationEmployer. For purposes This prohibition shall include the ownership, management, operation, control of, employment by, participation in, or connection with the management, ownership, operation or control of, in any manner, any business of this covenant a business the type and character engaged in by the Employer. Notwithstanding the foregoing, the Employee may make or maintain an investment not to exceed five percent (5%) of the capital stock of any publicly traded company. c) Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Employer may from time-to-time request or require. d) Employee will fully account for all money, records, goods, wares and merchandise, or other property belonging to the Employer of which the Employee has custody, and will promptly pay over and deliver the same whenever and however the Employee may be reasonably directed to do so. e) Employee will obey all rules, regulations, and special instructions applicable to him, including but not limited to, those set forth in Employer’s then existing policies and procedures manual, and will be deemed competitive if it is conducted loyal and faithful to the Employer at all times, constantly endeavoring to improve his ability and knowledge of the business in whole or in part within any geographic area wherein an effort to increase the Corporation is engaged in marketing its products, and if it involves the manufacture value of component parts his services for the aerospace industry or any other business which is in any manner competitive, as mutual benefit of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the CorporationParties. (Cf) The parties agree that Employee will make available to the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event Employer any and all of the operating assets information of which the Employee has knowledge relating to the business of the Employer, and will make all suggestions and recommendations which the Employee feels will be mutually beneficial to the Parties. g) Employee agrees that upon termination of his employment hereunder, he will immediately surrender and turn over to the Employer all books, records, forms, specifications, formulae, data, processes, programs, papers and writings related to the business of the Employer and all other property belonging to the Employer, together with all copies of the foregoing, it being understood and agreed that the same are the sole property of the Employer. h) Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions, and other things of value whether patentable or not, which are conceived, made, invented, or suggested either by the Employee alone or in collaboration with others, whether before or during the Term of his employment which pertain specifically to the Employer and whether or not during regular working hours, shall be promptly disclosed in writing to the Employer and shall be the sole and exclusive property of the Employer. The Employee hereby assigns all of his right, title, and interest in and to all such Intangible Rights to the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this AgreementEmployer, and the existence Employer’s successors or assignees. In the event that any of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement said Intangible Rights are deemed by the Corporation Employer to be patentable or otherwise registerable under any federal, state, or foreign law, the Employee further agrees that at the expense of these covenants. (E) It is the intention of the parties Employer, he will execute all documents and do all things necessary, advisable, or proper to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporationobtain patents therefore or registration thereof, and to vest in the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protectionEmployer full title thereto.

Covenants of Employee. While employed by Employer and during the period after termination during which Employee receives any Severance Pay, Employee shall not: (Aa) During Engage, and shall have no investment, involvement or other connection whatsoever, direct or indirect, with any corporation, partnership, proprietorship, individual or other business entity that is engaged, in whole or in part, in any line of business that is the same as, similar to or directly or indirectly in competition with the business of Employer, or its successors and assigns, as it is now, or as it may during Employee's employment be, conducted east of the Mississippi River ("Competing Entity"); this provision shall not, however, restrict the right of Employee to own less than one percent (1%) of the issued and outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (b) Be or become a shareholder, partner or other investor, or an officer, employee, consultant, adviser or director or an agent (whether independent or otherwise) for any Competing Entity; this provision shall not, however, restrict the right of Employee to own less than one percent (1%) of the issued and outstanding shares of capital stock in any company listed on a national or regional stock exchange, or whose stock is quoted on a NASDAQ market, regardless of the nature of the business. (c) Solicit either for himself or on behalf of any Competing Entity, any "active customer of Employer" where an "active customer of Employer" is a person or entity who or which is or has been a customer of Employer during the term of Employee's employment with or during the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years preceding Employee's termination of employment. (d) Employee acknowledges that Employer has previously conducted its business east of the "Covenant Term") after cessation for whatever reason Mississippi, and that the restrictive covenant assumed by Employee pursuant to this section is essential to the business of such employment (except as hereinafter provided in subparagraph (C) Employer and its goodwill. To the extent any part of this paragraph 7)covenant may be held unenforceable as set forth herein, Employee covenants the restrictions set forth herein shall be severable so as to confine their application to the geographical and agrees that Employee will not in any manner directly or indirectly:time restrictions as a court deems to be reasonable. (ie) solicit, divert, take away or interfere with The provisions set forth in this Section 7 shall be in effect while Employee is employed by Employer and for the period of time during which Employee receives Severance Pay. In the event Employee breaches any of the customers terms, conditions or provisions under this Section, the remedy available to Employer shall be the right of Employer to receive actual damages along with the forfeiture of Severance Pay (paid or their respective affiliates or successorsunpaid) if such breach occurs prior to any employment termination. If such breach occurs subsequent to any employment termination, the sole remedy of Employer for the breach shall be the forfeiture of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants right of Employee contained in this paragraph 7 shall be construed as agreements independent of to receive any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenantsunpaid Severance Pay. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (A) During For and in consideration of the term employment herein contemplated and the consideration paid or promised to be paid by the Employer, the opportunity to obtain grants of Employee's employment with shares of common stock of Employer, Employer’s giving Employee access to Confidential Information during the Corporation Term as determined by Employer, Employee does hereby covenant, agree, and promise that during the Term hereof and for all time a period thereafter Employee covenants and agrees that to the extent specifically provided in this Agreement as follows: (a) Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companyactively engage, directly or indirectly, in any knowledgeother business if such involvement would (i) interfere with his or her duties as set forth herein, devicesor (ii) violate the provisions of Section 7, informationSection 8 or Section 9. (b) Employee will not engage, techniquesdirectly or indirectly, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment in any activity that is directly competitive with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and Employer. This prohibition shall include the goodwill of the Corporationownership, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's management, operation, control of, employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)by, Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or deviceparticipation in, in any manner, any business which of the type that is competitive with the business of Employer. (c) Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Corporation. For purposes Employer may from time-to-time request or require. (d) Employee will fully account for all money, records, goods, wares, and merchandise, or other property belonging to the Employer of this covenant a business which Employee has custody, and will promptly deliver the same whenever and however Employee may be reasonably directed to do so. (e) Employee will obey all rules, regulations, and special instructions applicable to Employee, including but not limited to, those set forth in the then existing Employee Policy Manual (as defined in Exhibit B) of the Employer, if any, and will be deemed competitive if loyal and faithful to the Employer at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services for the mutual benefit of the Parties. (f) Employee agrees that upon the earlier of the request of Employer or termination of Employee’s employment with Employer for any reason, Employee will immediately surrender and turn over to the Employer all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Employer and all other property belonging to the Employer, together with all copies of the foregoing, it is conducted in whole being understood and agreed that the same are the sole property of the Employer and that such Employer property shall be returned to Employer without such property or any files or data thereon being deleted, altered or damaged. (g) Employee agrees that all ideas, concepts, processes, discoveries, devices, machines, tools, materials, designs, improvements, inventions, and other things of value (collectively, “Intangible Rights”), whether patentable or not, which are conceived, made, invented, or suggested either by Employee alone or in part within any geographic area wherein collaboration with others during the Corporation is engaged in marketing its productsTerm of Employee’s employment which pertain to the Business, and if it involves whether or not during regular working hours, shall be promptly disclosed in writing to the manufacture Employer and shall be the sole and exclusive property of component parts for the aerospace industry Employer. Employee hereby assigns all of Employee’s right, title, and interest in and to all such Intangible Rights to the Employer, which Employer may then assign to Employer’s successors or assignees. In the event that any of said Intangible Rights are deemed by the Employer to be patentable or otherwise registerable under any federal, state, or foreign law, Employee further agrees that, at the expense of Employer, Employee will execute all documents and do all things necessary, advisable, or proper to obtain patents therefor or registration thereof, and to vest in the Employer full title thereto. The Parties recognize that this Agreement does not require assignment of any materials (i) developed entirely on Employee’s own time; and (ii) developed without equipment, supplies, facility, trade secrets, or proprietary information of Employer or any other business which of the Affiliates, unless such Materials either: (a) relate at the time of conception or reduction to practice of the invention to any portion of the Business, or actual or demonstrably anticipated research of development of Employer or any of the Affiliates; or (b) result from any work performed by Employee for Employer or any of the Affiliates. All inventions and works of authorship, if any, patented or unpatented, registered or unregistered, that Employee made prior to the Effective Date that are not owned by Employer are listed on an attachment hereto (hereafter referred to as the “Prior Materials”). If no such list is attached, Employee represents that Employee does not own or possess any Prior Materials. Employee shall not use any Prior Materials in any manner competitivein connection with the Business. If Employee incorporates Prior Materials owned by Employee, as or in which Employee has an interest, into any work or services for the Employer or any of the date of cessation of Employee's employmentAffiliates, with any business then being conducted by the Corporation Employer and the Affiliates are hereby granted and shall have a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide, sublicensable (directly or as indirectly) license to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesmanmake, distributorhave made, suppliermodify, manufactureruse, representativesell, agenthave sold, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporationcopy, or to representdistribute, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationcreate derivative works, display, perform, and transmit such Prior Materials. (Ch) The parties agree that Employee shall not, by reason of this Agreement, have any vested interest in, or right, title or claim to, any land, buildings, equipment, machinery, processes, systems, products, contracts, goods, wares, merchandise, business assets, or other things of value belonging to or which may hereafter be acquired, owned or leased from Employee by the Covenant Term provided for in Employer, without the preceding subparagraph (B) shall be:prior written consent of Employer. (i) reduced to six (6) months in Employee acknowledges that the event all nature of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated Employee’s position with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated Employer may mandate that Employee perform such duties and the assets render such services as are required of the Corporation are liquidatedEmployee hereunder. (Dj) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim agrees that Employee will not disparage Employer or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth thereinits officers, under any set of circumstances not now foreseen by the partiesdirectors, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protectionor employees.

Covenants of Employee. (Aa) During the term Term and ending on the fifth anniversary following the termination of Employee's employment with the Corporation and Employer for all time thereafter any reason, Employee covenants and agrees that Employee will shall not in any manner directly divulge or indirectly, except as required in Employee's duties appropriate to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit use or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of others any trade secrets or confidential information or confidential knowledge pertaining in any respect to the business of Employer (collectively, the Corporation and the goodwill of the Corporation"PROPRIETARY INFORMATION"). The restrictions contained herein shall not apply to, and that Proprietary Information shall not include, any breach information which (i) was already available to the public at the time of disclosure, or subsequently became available to the terms of this subparagraph (A) shall be a material public, otherwise than by breach of this Agreement. Employment Agreement or (Bii) During is or becomes available to Employee after the term termination of Employee's employment with Employer on a non-confidential basis from a third-party source; PROVIDED that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality to Employer. Employee expressly understands and agrees that the Corporation and restrictions contained in this paragraph 4(a) have perpetual duration. (b) During Employee's employment with Employer and, in the event of his termination of employment or resignation for any reason, for a period ending on the first anniversary of two (2) years such termination or resignation (the "Covenant TermRESTRICTED PERIOD") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will shall not directly or indirectly engage in any manner directly or indirectly: (i) solicitbusiness, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or whether as an employeeproprietor, partner, associate partnerjoint venturer, officer, manageremployer, agent, advisoremployee, consultant consultant, officer or otherwise, beneficial or by means record owner of more than one percent of the stock of any corporate corporation or other entity or device, in association of any business nature which is competitive with the business conducted by Employer in the current geographical service area of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole Employer or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as geographical service area of Employer during the date of cessation term of Employee's employment. (c) In addition, during the Restricted Period Employee shall not, directly or indirectly, (i) interfere with any relationship between Employer and any of its employees, consultants, agents or representatives, (ii) employ or otherwise engage, or attempt to employ or otherwise engage, any current or former employee, consultant, agent or representative of Employer in a business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; competitive with Employer, (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber solicit the business or other person transacting business with the Corporation to terminate their relationship with the Corporation, accounts of Employer or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce divert or cause attempt to divert from Employer any employee business or interfere with any relationship between Employer and any of the Corporation to leave the employ of the Corporationits clients or customers. (Cd) The parties agree Employee agrees that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all breach by Employee of any of the operating assets foregoing covenants is likely to result in irreparable harm, directly or all indirectly, to Employer. Employee, therefore, consents and agrees that if Employee violates any of the common stock of the Corporation is sold such covenants, Employer shall be entitled, among and in addition to any entity other rights or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in remedies available under this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Employment Agreement or otherwiseat law or in equity, shall not constitute to temporary and permanent injunctive relief to prevent Employee from committing or continuing a defense to the enforcement by the Corporation breach of these such covenants. (Ee) It is the intention of the parties to restrict the activities desire, intent and agreement of Employee under and Employer that the restrictions placed on Employee by this paragraph 7 only 4 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent necessary for the protection that any portion of legitimate business interests of the Corporationthis paragraph 4 shall be adjudicated to be unenforceable, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, such portion shall be deemed too broad for amended to delete therefrom or to reform the portion thus adjudicated to be invalid or unenforceable, such purpose, said provisions will nevertheless be valid and enforceable deletion or reformation to apply only with respect to the extent necessary for operation of such protectionportion in the particular jurisdiction in which such adjudication is made.

Covenants of Employee. (Aa) During Employee agrees that during the term of Employee's employment with the Corporation Term and for all time thereafter Employee covenants and agrees that Employee three (3) years following a termination of employment for any reason, he will not in any manner not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant, partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees that during the Term and for three (3) years after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of three (3) years after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served during his employment with the Company. (c) Employee agrees and acknowledges that he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements or inventions are capable of use in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether or not Employee is still an employee of the Company at the time of such requests. Should Employee wish to work on personal projects during his own time, he may do so to the extent that such projects do not conflict with the preceding sentence and Employee obtains the prior written consent of the Company, which consent shall not be unreasonably withheld. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information: (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; (ii) Employee agrees that, except as required in by Employee's duties to or authorized in writing by the CorporationCompany and its subsidiaries, disclose or divulge to he will not at any persontime during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companydisclose, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf Confidential Information of the Corporation during his employment with the Corporation, without regard to whether all Company or any of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (its subsidiaries. except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly maybe required by applicable law or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or devicecourt order, in any business which is competitive with the business of the Corporation. For purposes of this covenant case Employee shall promptly notify Company so as to allow it to seek a business will be deemed competitive protective order if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enterso elects; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation Employee agrees to terminate their relationship with the Corporationtake all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to represent, distribute or sell products in competition with products ensure that all Confidential Information of the CorporationCompany is kept confidential for the use and benefit of the Company and its subsidiaries; orand (iv) induce Employee agrees that, upon termination of his employment by the Company or cause any employee of its subsidiaries or at any other time the Corporation Company may in writing so request, he will promptly deliver to leave the employ of the Corporation. Company all materials constituting Confidential Information (Cincluding all copies thereof) The parties agree that the Covenant Term provided for are in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in possession of or under the event all control of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the CorporationEmployee. Employee further agrees that, its successors or assigns; or (ii) eliminated if the business currently operated requested by the Corporation is terminated and the assets of the Corporation are liquidatedCompany to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During Employee agrees that during the term of Employee's employment with the Corporation Term and for all time thereafter Employee covenants and agrees that Employee five (5) years following a termination of employment for any reason, he will not in any manner not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. b) Employee agrees that during the Term and for five (5) years after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit within the States of Indiana and Kentucky any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of five (5) years after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit for any business similar to that of the Company, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served during his employment with the Company. c) Employee agrees and acknowledges that he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements or inventions are capable of use in any way in connection with the business of the Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether or not Employee is still an employee of the Company at the time of such requests. d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information: i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; ii) Employee agrees that, except as required in by Employee's duties to or authorized in writing by the CorporationCompany and its subsidiaries, disclose or divulge to he will not at any persontime during and for a period of ten (10) years after the termination of his employment with the Company and its subsidiaries, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companydisclose, directly or indirectly, any knowledgeConfidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, devicesin which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; iii) Employee agrees to take all reasonable steps necessary, informationor reasonably requested by the Company or its subsidiaries, techniquesto ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and iv) Employee agrees that, customer listsupon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, business plans or other data belonging he will promptly deliver to the Corporation Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or developed by Employee on behalf of under the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term control of Employee's employment with . Employee further agrees that, if requested by the Corporation and for a period of two Company to return any Confidential Information pursuant to this Subsection (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7iv), Employee covenants and agrees that Employee he will not in make or retain any manner directly copy or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationextract from such materials. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During Employee agrees that so long as Company is in compliance with its obligations under this Agreement during the term of Employee's employment with the Corporation Term and for all time thereafter Employee covenants and agrees that Employee a period of one (1) year following a termination of employment for any reason, he will not in any manner not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant partner, owner or independent contractor or other participant, in any core line of business (currently the core businesses of the Company involve: i) the electronic transmission of financial and clinical medical claims and messages and the development, sale and support of related software, ii) the development, sale and support of medical laboratory devices, and iii) eHealth related software products applications, and services and the development of the Company's internet portal, "xxxxxxxx.xxx"),which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. b) Employee agrees so long as Company is in compliance with its obligations under this Agreement that during the Term and for one (1) year after the termination of employment for any reason, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of one (1) year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit for any business similar to that of the Company, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served during his employment with the Company. c) Employee agrees and acknowledges that he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements or inventions are capable of use in any way in connection with the business of the Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether or not Employee is still an employee of the Company at the time of such requests. d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information: i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company; ii) Employee agrees that, except as required in by Employee's duties to or authorized in writing by the CorporationCompany and its subsidiaries, disclose or divulge to he will not at any persontime during and for a period of three (3) years after the termination of his employment with the Company and its subsidiaries, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companydisclose, directly or indirectly, any knowledgeConfidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, devicesin which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects; iii) Employee agrees to take all reasonable steps necessary, informationor reasonably requested by the Company or its subsidiaries, techniquesto ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and iv) Employee agrees that, customer listsupon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, business plans or other data belonging he will promptly deliver to the Corporation Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or developed by Employee on behalf of under the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term control of Employee's employment with . Employee further agrees that, if requested by the Corporation and for a period of two Company to return any Confidential Information pursuant to this Subsection (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7iv), Employee covenants and agrees that Employee he will not in make or retain any manner directly copy or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationextract from such materials. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During Employee agrees that during the term of Employee's employment with the Corporation Term and for all time thereafter Employee covenants and agrees that Employee one year following a termination of employment for any reason, he will not in any manner not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in any line of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company, which consent shall not be unreasonably withheld. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in any line of business that directly competes with any line of business engaged in by the Company or any of its subsidiaries as of the date Employee terminates her employment with Company. Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. b) Employee agrees that during the Term and for one year after the termination of employment for any reason, she will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of one year after the termination of this Agreement, she will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served during his employment with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, she may not solicit or sell them any product or service in the lines of business that were the same as then being offered by the Company or any of its subsidiaries as of the termination of employee's employment. c) Employee agrees and acknowledges the she will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which she may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not Employee is still an employee of the Company at the time of such requests. d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company. ii) Employee agrees that, except as required in by Employee's duties to or authorized in writing by the CorporationCompany and its subsidiaries, disclose or divulge to she will not at any persontime during and for a period of 10 years after the termination of his employment with the Company and its subsidiaries, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companydisclose, directly or indirectly, any knowledgeConfidential Information of the Company or any of its subsidiaries. except as maybe required by applicable law or court order, devicesin which case Employee shall promptly notify Company so as to allow it to seek a protective order if it so elects. iii) Employee agrees to take all reasonable steps necessary, informationor reasonably requested by the Company or its subsidiaries, techniquesto ensure that all Confidential Information of the Company is kept confidential for the use and benefit of the Company and its subsidiaries; and iv) Employee agrees that, customer listsupon termination of his employment by the Company or any of its subsidiaries or at any other time the Company may in writing so request, business plans or other data belonging she will promptly deliver to the Corporation Company all materials constituting Confidential Information (including all copies thereof) that are in the possession of or developed by Employee on behalf of under the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term control of Employee's employment with . Employee further agrees that, if requested by the Corporation and for a period of two Company to return any Confidential Information pursuant to this Subsection (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7iv), Employee covenants and agrees that Employee she will not in make or retain any manner directly copy or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationextract from such materials. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During So long as Employee shall remain employed with Employer and at all times after the term termination of Employee's employment with the Corporation and his employment, for all time thereafter whatever reason, Employee covenants covenants, warrants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer hereunder), disclose in any manner, directly or indirectly, actually or attempt to: Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or for the benefit of any other personthird person or concern, entity, firm or company, directly for any reason inconsistent with the purpose of this Agreement or indirectlyinconsistent with Employee's confidential and fiduciary relationship with Employer, any knowledgetrade secrets, formulae, devices, informationknow-how, management and business methods, techniques, opportunities, customer listsinformation, supplier information, business or financial plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the CorporationEmployer, and the parties further stipulate that any breach or evasion of the terms of this subparagraph (Aa) shall be a material breach of this Agreement, provided that the foregoing restrictions shall not apply (x) with respect to matters that are or become generally known to the public without breach of this Agreement or any other agreement or instrument by which Employee is bound, or (y) where Employee is required by law, governmental regulation, or court order to disclose such matters. (Bb) During the term of Employee's employment with the Corporation Employer, and for a period of two (2) years (after the "Covenant Term") after cessation termination of such employment, for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)reason, Employee covenants covenants, warrants and agrees that Employee will not (except as required in Employee's duties to Employer), in any manner manner, directly or indirectly, actually or attempt to: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates agents of Employer, or successors) in any manner engage in any conduct or activity, including but not limited to, verbal representations or declarations that would or could be construed or intended as a disparagement of the CorporationEmployer's interests; (ii) engage Engage within the United States or anywhere outside of the United States where the Employer conducts business, directly or indirectly, either personally or as an owner, employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive "competitive" (as hereinafter defined) with the business of the Corporation. Employer. (c) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture or sale of component parts high-tech integrated military electronics, support equipment for government or commercial use, logistics services for all branches of the aerospace industry United States armed forces and foreign militaries that do business with Employer, homeland security forces and other governmental and intelligence agencies, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then formulated definitive plans to enter; . Notwithstanding the foregoing, Employee may own up to one percent (iii1%) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber of the outstanding securities of a corporation or other person transacting business entity that is "competitive" with the Corporation to terminate their relationship business of Employer if such entity's securities are traded on a national securities exchange or on the over-the-counter market. Employee agrees that during the term of his employment with Employer and for the Corporation, or to represent, distribute or sell products in competition with products term of the Corporation; or (iv) induce restrictive covenants set forth herein, he will promptly communicate to Employer the identity of all companies, persons or cause concerns with whom Employee is considering employment, association or other relationship along with other information as to the products and services of such company, person or concern sufficient in detail to permit Employer to make a determination as to whether or not competition exists. In order to preserve its rights under this Agreement, Employer may advise any employee third party with whom Employee may consider, establish or contract a relationship of the Corporation to leave the employ existence of the Corporationterms of this Agreement, and Employee authorizes and consents to such disclosure, and Employer shall have no liability for so acting. (Cd) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph Paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated predicted on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ee) It is the intention of the parties to restrict the activities of Employee under this paragraph Paragraph 7 only to the extent necessary for the protection of the legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision there shall be substituted or added, said provisions will nevertheless and there is hereby substituted or added, as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation Employer, and for all time thereafter a period of one (1) year after the termination of such employment, for whatever reason, except for the termination of Employee's employment under circumstances which constitute a violation by Employer of the provisions of this Agreement, Employee covenants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer), disclose in any manner directly or indirectly: (i) Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, company directly or indirectly, in competition with the business of Employer, as the same may exist at the date of such cessation, any knowledge, devices, information, techniquesproprietary business methods, customer lists, supplier lists, business plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the CorporationEmployer, and that any breach of the terms of this subparagraph (Ai) shall be a material breach of this Agreement.; (Bii) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates or successors) agents of the CorporationEmployer; (iiiii) engage Engage, directly or indirectly, either personally or as an employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. Employer. (b) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it (i) such business involves the manufacture and sale of component parts for the aerospace industry steel, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then at such time formulated definitive plans to enter; ; and (iiiii) induce such business makes substantial sales of products competitive with those of Employer in any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee States of the Corporation to leave the employ of the CorporationMissouri, Illinois, Indiana, Iowa, Michigan and Ohio. (Cc) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph 7 0 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ed) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 9 only to the extent necessary for the protection of legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purposeclause or provision of this paragraph 9, said provisions will nevertheless there shall be substituted or added, and there is hereby substituted or added, terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable to the extent necessary for such protectionenforceable.

Covenants of Employee. (A) During For and in consideration of the employment herein contemplated and the consideration paid or promised to be paid by the Company, Employee does hereby covenant, agree and promise that during the term hereof, and thereafter to the extent specifically provided in this Agreement: (a) Employee will not actively engage, directly or indirectly, in any other business or venture that competes with the Company except at the direction or upon the written approval of the Company; (b) Employee will not engage, directly or indirectly, in the ownership, management, operation or control of, or employment by, any business of the type and character engaged in by the Company or any of its subsidiaries. Employee may make personal investments in public companies, such as those made through or recommended by a stock broker; (c) Employee will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to time reasonably request or require; (d) Employee will obey all rules, regulations and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services to the mutual benefit of the Parties; (e) Employee will make available to the Company any and all of the information of which Employee has knowledge relating to the business of the Company or any of the Company’s other subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (f) Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (g) Employee recognizes that during the course of Employee’s previous and current employment with the Company, Employee has had and will have access to, and that there has been and will be disclosed to him, information of a proprietary nature owned by the Company, including but not limited to records, customer and supplier lists and information, pricing information, data, formulae, design information and specifications, inventions, processes and methods, which is of a confidential or trade secret nature, and which has great value to the Company and is a substantial basis and foundation upon which the business of the Company is predicated. Employee acknowledges that except for Employee's employment and the fulfillment of the duties assigned to Employee, Employee would not have had and would not have access to such information, and Employee agrees that any and all confidential knowledge or information which may have been or may be obtained by or disclosed to Employee in the course of Employee's employment with the Corporation Company, including but not limited to the information hereinabove set forth (collectively, the "Information"), will be held inviolate by Employee, that Employee will conceal the same from any and for all time thereafter Employee covenants other persons, including but not limited to competitors of the Company and agrees its subsidiaries, and that Employee will not impart the Information or any such knowledge acquired by Employee as an officer, director or employee of the Company to anyone, either during Employee's employment by the Company or thereafter, except to employees or agents of the Company and its subsidiaries on a strict need-to-know basis in the performance of their duties as employees or agents of the Company or one of its subsidiaries. Employee further agrees that during the term of this Agreement and thereafter, Employee will not use the Information in competing with the Company, or in any other manner directly or indirectly, except as required in to Employee's duties benefit or to the Corporation, disclose detriment of the Company or divulge to any person, entity, firm or company whatsoever, or use for its subsidiaries; (h) Employee agrees that upon termination of Employee's own benefit or employment hereunder Employee will immediately surrender and turn over to the benefit Company all books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of any the Company, and all other personproperty belonging to the Company, entitytogether with all copies of the foregoing, firm or companyit being understood and agreed that the same are the sole property, directly or indirectly, any knowledgeof the Company; and (i) Employee agrees that all ideas, concepts, processes, discoveries, devices, informationmachines, techniquestools, customer listsmaterials, business plans designs, improvements, inventions and other things of value (hereinafter collectively referred to as "intangible rights"), whether patentable or other data belonging to the Corporation not, which are conceived, made, invented or developed suggested either by Employee on behalf of the Corporation alone or in collaboration with others during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with employment, and whether or not during regular working hours, shall be promptly disclosed in writing to the Corporation Company and for a period of two (2) years (shall be the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants sole and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any exclusive property of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the CorporationCompany. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation Employee hereby assigns all of Employee's employmentright, with any business then being conducted by title and interest in and to all such intangible rights to the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, Company and its successors or assigns. In the event that any of said intangible rights shall be deemed by the Company to be patentable or otherwise able to be registered under any federal, state or foreign law, Employee further agrees that at the request and expense of the Company, he will execute all documents and do all things necessary, advisable or proper to obtain patents therefore or registration thereof; orand to vest in the Company full title thereto, (j) Employee understands and acknowledges that the securities of the Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Employee acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Employee's duties hereunder, and (ii) eliminated if he will communicate to any person to whom he communicates any material nonpublic information that such information is material nonpublic information and that the business currently operated by the Corporation is terminated trading and the assets of the Corporation are liquidateddisclosure restrictions in clause (i) above also apply to such person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (A) During 9.1 Xxxxxxx acknowledges that as a result of the term services to be rendered to the Company hereunder, Xxxxxxx will be brought into close contact with many confidential affairs of Employee's employment the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxxxx further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is international in scope; that its goods and services are marketed throughout the United States and other countries; and that the Company competes with other organizations that are or could be located in any part of the Corporation and for all time thereafter Employee United States or the world. 9.2 In recognition of the foregoing, Xxxxxxx covenants and agrees that Employee will not in any manner directly or indirectlythat, except as is necessary in providing services under this Agreement, or as required by law or pursuant to legal process or in Employee's duties connection with an administrative proceeding before a governmental agency, Xxxxxxx will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, will not disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, “Confidential Information” and “Trade Secrets” of the Company mean information which is proprietary and secret to the CorporationCompany, disclose or divulge its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to any personpresent future concepts and business of the Company, entityits subsidiaries and affiliates, firm or company whatsoeverin the form of memoranda, or use for Employee's own benefit or the benefit of any other personreports, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniquescomputer software and data banks, customer lists, business plans employee lists, books, records, financial statements, manuals, papers, contracts and strategic plans. As a guide, Xxxxxxx is to consider information originated, owned, controlled or other data belonging possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in printed publications stated to be available for distribution outside the Company, its subsidiaries and affiliated entities as being secret and confidential. In instances where doubt does or should reasonably be understood to exist in Xxxxxxx’x mind as to whether information is secret and confidential to the Corporation or developed by Employee Company, its subsidiaries and affiliated entities, Xxxxxxx agrees to request an opinion, in writing, from the Company as to whether such information is secret and confidential. 9.3 Xxxxxxx will deliver promptly to the Company on behalf termination of the Corporation during his employment with the CorporationCompany, without regard or at any other time the Company may so request, all memoranda, notes, records, reports and other documents relating to whether the Company, its subsidiaries and affiliated entities, and all property owned by the Company, its subsidiaries and affiliated entities, which Xxxxxxx obtained while employed by the Company, and which Xxxxxxx may then possess or have under his control. 9.4 Xxxxxxx will promptly disclose to the Company all inventions, processes, original works of the foregoing matters will be deemed confidentialauthorship, material or importanttrademarks, the parties hereto stipulatingpatents, as between them, that the same are important, material, confidential improvements and the property of the Corporation, that disclosure of the same discoveries related to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation Company, its subsidiaries and affiliated entities (collectively “Developments”), conceived or developed during Xxxxxxx’x employment with the goodwill of the Corporation, Company and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During based upon information to which he had access during the term of Employee's employment employment, whether or not conceived during regular working hours, though the use of Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property of the Company, and upon request Xxxxxxx shall deliver to the Company all outlines, descriptions and other data and records relating to such Developments, and shall execute any documents deemed necessary by the Company to protect the Company’s rights hereunder. Xxxxxxx agrees upon request to assist the Company to obtain United States or foreign letters patent and copyright registrations covering inventions and original works of authorship belonging to the Company. If the Company is unable because of Xxxxxxx’x mental or physical incapacity to secure Xxxxxxx’x signature to apply for or to pursue any application for any United States or foreign letters patent or copyright registrations covering inventions and original works of authorship belonging to the Company, then Xxxxxxx hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the Corporation same legal force and effect as if executed by him. Xxxxxxx hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that he may hereafter have for infringement of any patents or copyright resulting from registrations belonging to the Company. 9.5 Xxxxxxx agrees that the remedy at law for any breach or threatened breach of any covenant contained in this Section 9 will be inadequate and that the Company, in addition to such other remedies as may be available to it, in law or in equity, shall be entitled to injunctive relief without bond or other security. This Section 9.5 shall not apply to Section 9.8. 9.6 Although the restrictions contained in Sections 9.1 through 9.4 above are considered by the parties hereto to be fair and reasonable in the circumstances, it is recognized that restrictions of such nature may fail for technical reasons, and accordingly it is hereby agreed that if any of such restrictions shall be determined by a period of two (2) years (the "Covenant Term") after cessation court in a final determination, not subject to appeal, to be void or unenforceable for whatever reason reason, but would be valid if part of the wording thereof was deleted, or the period thereof reduced or the area dealt with thereby reduced in scope, the restrictions contained in Sections 9.1 through 9.4 shall be enforced to the maximum extent permitted by law, and the parties consent and agree that such scope or wording may be accordingly judicially modified in any proceeding brought to enforce such restrictions. 9.7 Notwithstanding that Xxxxxxx’x employment (except hereunder may expire or be terminated as hereinafter provided in subparagraph (C) of Section 2 or Section 8 above, this paragraph 7), Employee Agreement shall continue in full force and effect insofar as is necessary to enforce the covenants and agreements of Xxxxxxx contained in this Section 9. 9.8 Xxxxxxx agrees that, for six months after the date of his termination, Xxxxxxx shall not be entitled to possession of any restricted stock whose restrictions would otherwise lapse in accordance with Section 5.2 above. Moreover, if Xxxxxxx engages in Competition within six months after the date of his termination, he will forfeit all rights to such restricted shares that Employee will not in any manner would otherwise have vested under Section 5.2. For purposes of the preceding sentence, “Competition” means Xxxxxxx directly or indirectly: (i) solicitindirectly engaging in the property and casualty insurance or reinsurance business, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or whether such engagement is as an officer, director, proprietor, employee, partner, associate partnerinvestor (other than as holder of less than 5% of the outstanding capital stock of a publicly traded corporation), officerconsultant, manageradvisor, agent, advisor, consultant or otherwise, or by means of any corporate sales representative or other entity or deviceparticipant, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein in which the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry Company or any other business which is in of its parents, subsidiaries or affiliates conducts any manner competitive, as line of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationbusiness. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation Employer, and for all time thereafter a period of one (1) year after the termination of such employment, for whatever reason, except for the termination of Employee's employment under circumstances which constitute a violation by Employer of the provisions of this Agreement, Employee covenants and agrees that Employee will not in any manner directly or indirectly, (except as required in Employee's duties to the CorporationEmployer), disclose in any manner directly or indirectly: (i) Disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, company directly or indirectly, in competition with the business of Employer, as the same may exist at the date of such cessation, any knowledge, devices, information, techniquesproprietary business methods, customer lists, supplier lists, business plans or other information or data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the CorporationEmployer, without regard to whether all of the foregoing matters will otherwise be deemed confidential, material or important, the parties hereto stipulating, stipulating that as between them, that the same are important, material, material and confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the CorporationEmployer, and that any breach of the terms of this subparagraph (Ai) shall be a material breach of this Agreement.; (Bii) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicitSolicit, divert, take away or interfere with any of the customers (customers, trade, business, patronage, employees or their respective affiliates or successors) agents of the CorporationEmployer; (iiiii) engage Engage, directly or indirectly, either personally or as an employee, partner, associate partnerassociate, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. Employer. (b) For purposes of this covenant hereof, a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it (i) such business involves the manufacture and sale of component parts for the aerospace industry steel, or any other business which is in any manner competitive, during or as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Employer or as to which the Corporation Employer has then at such time formulated definitive plans to enter; ; and (iiiii) induce such business makes substantial sales of products competitive with those of Employer in any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee States of the Corporation to leave the employ of the CorporationMissouri, Illinois, Indiana, Iowa, Michigan, Ohio and Pennsylvania. (Cc) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all All of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants on behalf of Employee contained in this paragraph 7 0 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationEmployer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Employer of these covenants. (Ed) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 9 only to the extent necessary for the protection of legitimate business interests of the CorporationEmployer, and the parties specifically covenant and agree that should any of the clauses or provisions set forth thereinherein, under any set of circumstances not now foreseen by the parties, be deemed too broad for held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, then and in that event, it is the intention of the parties hereto that, in lieu of each such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.clause or provision of this paragraph

Covenants of Employee. (Aa) Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Company may from time-to-time reasonably request or require; (b) Employee will obey all rules, regulations, and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services to the mutual benefit of the Parties; (c) Employee will make available to the Company all information Employee has knowledge relating to the business of the Company or any of its Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all money, records, goods, wares, and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (e) During the term of Employee's employment with the Corporation Company, its subsidiaries, and for all time thereafter Employee covenants and agrees that thereafter, the Employee will not in any manner directly divulge, transmit or indirectly, otherwise disclose (except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companylegally compelled by court order), directly or indirectly, any knowledgeconfidential knowledge or information with respect to the operations, devicesfinances, informationorganization, or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customer listscustomers or plans with respect to the Company and its affiliates. The Employee will not use, business plans directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. (f) All files, records, correspondence, memoranda, notes, or other data documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Corporation Company and its affiliates, whether prepared by the Employee or developed by Employee on behalf otherwise coming into [his/her] possession in the course of the Corporation during performance of his employment with services, shall be the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the exclusive property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective Company and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach immediately delivered to the Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of this Agreementemployment for any reason whatsoever. (Bg) During While employed by the term of Employee's employment with the Corporation Company and its subsidiaries and for a period of two twelve (212) years months thereafter (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7“Restricted Period”), the Employee covenants and agrees that Employee will not shall not, within any jurisdiction or marketing area in which the Company or any manner of its affiliates is doing business, directly or indirectly:—limited to telehealth or telemedicine businesses—(i) participate in the ownership, management, operation, or control of; or (ii) consult with, be employed by, or otherwise render services to any said telehealth or telemedicine business. During the Restricted Period, the Employee shall not, privately or publicly: (i) solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve (12) months, a customer of the Company (or potential customer with whom the Company had initiated contact) or its affiliates, unless Employee had contacts with said customer or potential customer prior to signing this Employment Agreement; (ii) solicit for employment, consulting, or any other form of work—or assist others in inducing or soliciting for the same—any individual who is at any time during the Restricted Period an employee, contractor, or agent of the other Party, with the express written permission of the Company (iii) disparage or make derogatory, pejorative, or offensive remarks about the Company, its affiliates, subsidiaries, employees, contractors, and agents, or its brands, products, and offerings. (h) Employee represents and warrants that Employee’s performance under this Employment Agreement does not and will not violate the terms of any other agreement to which Employee is a party, including, without limitation, confidentiality, non-competition, or non-solicitation agreements. (i) solicitEmployee understands that in his performing work for the Company, diverthe will be expected not to use or disclose any confidential information, take away including trade secrets, of any former employer or interfere other person that Employee has an obligation of confidentiality. Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the customers Company. (or their respective affiliates or successorsj) Employee acknowledges and understands that the securities of the Corporation; Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Employee acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Employee’s duties hereunder, and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of he will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During Employee agrees that during the term of Employee's employment with the Corporation Term and for all time thereafter Employee covenants and agrees that Employee one (1) year following a termination of employment, he will not in any manner not, directly or indirectly, engage, assist or participate in, whether as a director, officer, executive, agent, manager, consultant to vendors/sellers (but may consult to end users/purchasers), partner, owner or independent contractor or other participant, in a of business which is the same as the Company or any of its subsidiaries are engaged in as of the termination of this Agreement without the written consent of the Company. Employee and Company agree that this clause is to protect the interests of the Company while at the same time allowing the Employee to pursue gainful employment with any other company Employee so chooses, so long as such Employee does not, within the relevant time period herein, engage in a business that directly or indirectly competes in a business engaged in by the Company or any of its subsidiaries as of the date Employee terminates his employment with Company; PROVIDED HOWEVER, that so long as Employee's termination has not been due to his death or Disability, then, in the event that upon the exercise by Employee of all his vested options, if any, he does not realize at least $200,000 in pretax gain, then Company shall have ten (10) business days after written notice and verification thereof from Employee to, in Company's sole discretion, either pay Employee the difference in value between $200,000 and the lesser amount realized and continue to require Employee's continued compliance with this Section 6(a), or release Employee from this Section 6(a). Nothing herein shall be construed or interpreted as releasing Employee from the obligations contained in Sections 6(b) and 6(c). Nothing contained herein shall prevent Employee from acquiring less than 1% of any class of securities of any company that competes with the Company that has any of its securities listed on a national securities exchange or traded in the over-the-counter market, provided Employee remains a passive investor. (b) Employee agrees that during the Term and for one (1) year after the termination of employment, he will not, directly or indirectly, without the prior written consent of the Company, induce or solicit any person employed or hereafter employed by the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries or solicit, recruit, hire or attempt to solicit, recruit or hire any person employed by the Company. Further, Employee agrees that for a period of one year after the termination of this Agreement, he will not, directly or indirectly, without the prior written consent of the Company, solicit, divert away, take away, or attempt to take away any customer of the Company who was a customer which Employee had, alone or in conjunction with others, served, solicited or had existing contracts with during his employment with the Company. Regarding the latter sentence, Company and Employee agree that Employee may contact and do business with those customers, however during the relevant time period, he may not solicit or sell them any product or service in the lines of business that were the same as then being offered by the Company or any of its subsidiaries as of the termination of employee's employment. (c) Employee agrees and acknowledges the he will disclose promptly to the Company every discovery, improvement and invention made, conceived or developed by Employee during the entire period of employment (whether or not during working hours) which discoveries, improvements, or inventions are capable of use in any way in connection with the business of Company. To the fullest extent permitted by law, all such discoveries, inventions and improvements will be deemed works made for hire. Employee grants and agrees to convey to Company or its nominee the entire right, title and interest, domestic and foreign, which he may have in such discoveries, improvements or inventions, or a lesser interest therein, at the option of Company. Employee further agrees to promptly, upon request, sign all applications for patents, copyrights, assignments and other appropriate documents, and to perform all acts and to do all things necessary and appropriate to carry out the intent of this section, whether on not I am still an employee of the Company at the time of such requests. (d) Employee agrees and acknowledges that the Confidential Information of the Company and its subsidiaries (as hereinafter defined) is valuable, special and unique to its business, that such business depends on such Confidential Information, and that the Company wishes to protect such Confidential Information by keeping it confidential for the use and benefit of the Company. Based on the foregoing, Employee agrees to undertake the following obligations with respect to such Confidential Information. (i) Employee agrees to keep any and all Confidential Information in trust for the use and benefit of the Company. (ii) Employee agrees that, except as required in by Employee's duties to or authorized in writing by the CorporationCompany and its subsidiaries, disclose or divulge to he will not at any persontime during and for a period of five (5) years after the termination of his employment with the Company and its subsidiaries, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companydisclose, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf Confidential Information of the Corporation during his employment with the Corporation, without regard to whether all Company or any of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (its subsidiaries. except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly maybe required by applicable law or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or devicecourt order, in any business which is competitive with the business of the Corporation. For purposes of this covenant case Employee shall promptly notify Company so as to allow it to seek a business will be deemed competitive protective order if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter;so elects. (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation Employee agrees to terminate their relationship with the Corporationtake all reasonable steps necessary, or reasonably requested by the Company or its subsidiaries, to represent, distribute or sell products in competition with products ensure that all Confidential Information of the CorporationCompany is kept confidential for the use and benefit of the Company and its subsidiaries; orand (iv) induce Employee agrees that, upon termination of his employment by the Company or cause any employee of its subsidiaries or at any other time the Corporation Company may in writing so request, he will promptly deliver to leave the employ of the Corporation. Company all materials constituting Confidential Information (Cincluding all copies thereof) The parties agree that the Covenant Term provided for are in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in possession of or under the event all control of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the CorporationEmployee. Employee further agrees that, its successors or assigns; or (ii) eliminated if the business currently operated requested by the Corporation is terminated and the assets of the Corporation are liquidatedCompany to return any Confidential Information pursuant to this Subsection (iv), he will not make or retain any copy or extract from such materials. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Company may from time-to-time reasonably request or require; (b) Employee will obey all rules, regulations, and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services to the mutual benefit of the Parties; (c) Employee will make available to the Company all information Employee has knowledge relating to the business of the Company or any of its Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all money, records, goods, wares, and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however she may be reasonably directed to do so; (e) During the term of Employee's employment with the Corporation Company, its subsidiaries, and for all time thereafter Employee covenants and agrees that thereafter, the Employee will not in any manner directly divulge, transmit or indirectly, otherwise disclose (except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companylegally compelled by court order), directly or indirectly, any knowledgeconfidential knowledge or information with respect to the operations, devicesfinances, informationorganization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customer listscustomers or plans with respect to the Company and its affiliates. The Employee will not use, business plans directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. (f) All files, records, correspondence, memoranda, notes or other data documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Corporation Company and its affiliates, whether prepared by the Employee or developed by Employee on behalf otherwise coming into her possession in the course of the Corporation during his employment with performance of her services, shall be the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the exclusive property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective Company and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach immediately delivered to the Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of this Agreementemployment for any reason whatsoever. (Bg) During While employed by the term of Employee's employment with the Corporation Company and its subsidiaries and for a period of two nine (29) years months thereafter (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7“Restricted Period”), the Employee covenants and agrees that Employee will not shall not, within any jurisdiction or marketing area in which the Company or any manner of its affiliates is doing business, directly or indirectly:—limited to telehealth or telemedicine businesses—(i) participate in the ownership, management, operation, or control of; or (ii) consult with, be employed by, or otherwise render services to any said telehealth or telemedicine business. During the Restricted Period, the Employee shall not, privately or publicly: (i) solicit for business or accept the business of, any person or entity who is, or was at any time within the previous nine (9) months, a customer of the Company (or potential customer with whom the Company had initiated contact) or its affiliates, unless Employee had contacts with said customer or potential customer prior to signing these Employment Terms (and for the avoidance of doubt, “customer” as used herein specifically excludes any and all patients of the Company’s affiliated medical group or and of any third-party medical provider to the Company); (ii) disparage or make derogatory, pejorative, or offensive remarks about the Company, it affiliates, or its brands, products, and offerings. (h) Employee represents and warrants that Employee’s performance under these Terms does not and will not violate the terms of any other agreement to which Employee is a party, including, without limitation, confidentiality, or non-competition agreements. (i) solicitEmployee understands that in her performing work for the Company, divertshe will be expected not to use or disclose any confidential information, take away including trade secrets, of any former employer or interfere other person that Employee has an obligation of confidentiality. Rather, Employee further understands that she will be expected to use only that information which is generally known and used by persons with training and experience comparable to her own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that she will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that she has disclosed to the Company any contract she has signed that may restrict Employee’s activities on behalf of the customers Company. (or their respective affiliates or successorsj) Employee acknowledges and understands that the securities of the Corporation; Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Employee acknowledges and agrees that (i) she is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Employee’s duties hereunder, and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of she will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During the term Term and ending on the fifth anniversary following the termination of Employee's employment with the Corporation and Employer for all time thereafter any reason, Employee covenants and agrees that Employee will shall not in any manner directly divulge or indirectly, except as required in Employee's duties appropriate to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit use or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of others any trade secrets or confidential information or confidential knowledge pertaining in any respect to the business of Employer (collectively, the Corporation and the goodwill of the Corporation"Proprietary Information"). The restrictions contained herein shall not apply to, and that Proprietary Information shall not include, any breach information which (i) was already available to the public at the time of disclosure, or subsequently became available to the terms of this subparagraph (A) shall be a material public, otherwise than by breach of this Agreement. Employment Agreement or (Bii) During is or becomes available to Employee after the term termination of Employee's employment with Employer on a non-confidential basis from a third-party source; provided that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality to Employer. (b) During Employee's employment with Employer and, in the Corporation and event of his termination of employment or resignation for any reason, for a period ending on the first anniversary of two (2) years such termination or resignation (the "Covenant TermRestricted Period") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will shall not directly or indirectly engage in any manner directly or indirectly: (i) solicitbusiness, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or whether as an employeeproprietor, partner, associate partnerjoint venturer, officer, manageremployer, agent, advisoremployee, consultant consultant, officer or otherwise, beneficial or by means record owner of more than one percent of the stock of any corporate corporation or other entity or device, in association of any business nature which is competitive with the business conducted by Employer in the current geographical service area of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole Employer or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as geographical service area of Employer during the date of cessation term of Employee's employment. (c) In addition, during the Restricted Period Employee shall not, directly or indirectly, (i) interfere with any relationship between Employer and any of its employees, consultants, agents or representatives, (ii) employ or otherwise engage, or attempt to employ or otherwise engage, any current or former employee, consultant, agent or representative of Employer in a business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; competitive with Employer, (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber solicit the business or other person transacting business with the Corporation to terminate their relationship with the Corporation, accounts of Employer or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce divert or cause attempt to divert from Employer any employee business or interfere with any relationship between Employer and any of the Corporation to leave the employ of the Corporationits clients or customers. (Cd) The parties agree Employee agrees that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all breach by Employee of any of the operating assets foregoing covenants is likely to result in irreparable harm, directly or all indirectly, to Employer. Employee, therefore, consents and agrees that if Employee violates any of the common stock of the Corporation is sold such covenants, Employer shall be entitled, among and in addition to any entity other rights or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in remedies available under this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Employment Agreement or otherwiseat law or in equity, shall not constitute to temporary and permanent injunctive relief to prevent Employee from committing or continuing a defense to the enforcement by the Corporation breach of these such covenants. (Ee) It is the intention of the parties to restrict the activities desire, intent and agreement of Employee under and Employer that the restrictions placed on Employee by this paragraph 7 only 4 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent necessary for the protection that any portion of legitimate business interests of the Corporationthis paragraph 4 shall be adjudicated to be unenforceable, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, such portion shall be deemed too broad for amended to delete therefrom or to reform the portion thus adjudicated to be invalid or unenforceable, such purpose, said provisions will nevertheless be valid and enforceable deletion or reformation to apply only with respect to the extent necessary for operation of such protectionportion in the particular jurisdiction in which such adjudication is made.

Covenants of Employee. (A) During Employee does hereby covenant, agree and promise that during the term of Employee's employment with this Agreement, and thereafter to the Corporation and for all time thereafter Employee covenants and agrees that extent specifically provided in this Agreement: (a) Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companyactively engage, directly or indirectly, in any knowledgeother business except at the direction or upon the prior written approval of the Company; (b) Employee acknowledges that he has obtained and will continue to obtain in the course of his employment hereunder knowledge of confidential matters essential to the business and competitive position of the Company and its Affiliates, devicesincluding, information, techniqueswithout limitation, customer lists, business plans or other data belonging strategies, financial information, and trade secrets that could unfairly disadvantage the Company were Employee to engage in business activities competitive with the Corporation or developed by Company. Employee on behalf of the Corporation therefore agrees that he shall not, at any time during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation hereunder and for a period of two years thereafter, accept employment in the United States (2) years (other than the "Covenant Term") after cessation for whatever reason State of Oregon where such employment is permitted during such period) as an officer, director or employee of, or be or become the owner of one percent or more of the outstanding equity interest of, or otherwise consult with any entity engaged in any business in which the Company is engaged in at the time Employee’s employment ends. (except as hereinafter provided c) Employee recognizes and acknowledges that all records, documents, customer lists, referral sources, financial information, trade secrets, methods, techniques, processes, marketing and acquisition strategies and plans, intellectual property (regardless of whether patentable or copyrightable), formulas, computer print-outs, and other information of any kind, whether or not complete and whether or not reduced to writing (collectively, the “Confidential Information”), obtained by Employee with regard to the Company (or its Affiliates, employees, principals, customers, or business associates) during the course of Employee’s employment, and not generally known in subparagraph (C) the public domain, constitute valuable, unique and proprietary assets of the Company or its Affiliates. Employee agrees that during Employee’s employment hereunder, and following the termination of Employee’s employment, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this paragraph 7)Agreement, Employee covenants and agrees that Employee will not in at any manner directly or indirectly: (i) solicittime, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employeedisclose, partner, associate partner, officer, manager, agent, advisor, consultant or otherwisedisseminate, or by means of publish any corporate Confidential Information to or for any other person, group, firm, corporation, or other entity entity, or deviceutilize the same for any reason or purpose whatsoever other than (i) for the benefit and at the request of the Company, (ii) as may be required by law, (iii) Confidential Information that becomes available in the public domain, or (iv) in connection with obtaining advice from Employee’s legal counsel. Upon termination of this Agreement, or at any business which is competitive with time upon the request of the Company, Employee shall promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, lists, formulas, and other documents (and all copies thereof) relating to the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole Company or in part within any geographic area wherein its Affiliates and all property associated there with, then possessed or under the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation control of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (Cd) The parties agree Employee further agrees that during Employee’s employment and for a period of two years following the Covenant Term provided for in termination of Employee’s employment, whether the preceding subparagraph (B) termination shall be: (i) reduced be voluntary or involuntary, or with or without cause, or whether the termination is solely due to six (6) months in the event all expiration of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision term of this Agreement, and Employee will not, in any manner or at any time, solicit or encourage any person, firm, corporation, or other entity that is a customer, business associate, or referral source of the existence Company or its Affiliates, and/or other employees of any claim the Company or cause of action against its Affiliates, to cease doing business or terminate their employment with the Corporation, whether predicated on this Agreement Company or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenantsits Affiliates. (Ee) It If any covenant or provision contained in this Section 6 is found to be unreasonable in duration, geographical scope, or other character of restriction, the intention covenant or provision shall not be rendered unenforceable thereby, but rather the duration, geographical scope, or character of the parties to restrict the activities restriction of Employee under this paragraph 7 only such covenant or provision shall be deemed automatically reduced or modified with retroactive effect to the extent necessary for the protection of legitimate business interests of the Corporationto render such covenant or provision enforceable, and the such covenant or provision shall be enforced as modified. (f) The parties specifically covenant acknowledge and agree that should any damages in the event of a breach of the provisions set forth thereinof Section 6 by Employee, under though great and irreparable, would be difficult to ascertain, and therefore the Company, in addition to and without limiting any set other remedy or right it may have and notwithstanding Section 13, shall have the right to an injunction or other equitable relief in any court of circumstances not now foreseen competent jurisdiction, enjoining any such breach, and Employee hereby waives any and all defenses he may have on the ground of inappropriateness of any such equitable relief. (g) Definition of Affiliate. “Affiliate” means a person controlled by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to Company or the extent necessary for such protectionCompany’s parent company if there is one.

Covenants of Employee. (Aa) During Employee will truthfully and accurately make, maintain, and preserve all records and reports that the term Company may from time-to-time reasonably request or require; (b) Employee will obey all regulations, established rules, and reasonable special instructions applicable to Employee, and will be always loyal and faithful to the Company, endeavoring to improve Employee’s ability and knowledge of the business to increase the value of Employee's ’s services to the mutual benefit of the Parties; (c) Employee will make available to the Company all information of which Employee has knowledge relating to the business of the Company or any of the Company’s Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (e) Employee acknowledges that if and when issued, he must sign and comply with an Employee Confidential Information and Inventions Assignment Agreement, which shall include customary provisions prohibiting unauthorized use or disclosure of the Company’s proprietary information and customary provisions providing for the assignment of inventions conceived or created by Employee during his employment with the Corporation Company. For the avoidance of doubt, the Employee Confidential Information Inventions Assignment Agreement shall not impose upon Employee any post-employment obligations other than those pertaining to the non-disclosure and/or unauthorized use of confidential information and for all time thereafter the assignment of inventions conceived or created by Employee covenants and during his employment with the Company. (f) Employee agrees that Employee upon termination of his employment hereunder he will not in any manner directly or indirectly, except as required in Employee's duties immediately surrender and turn over to the CorporationCompany all books, disclose or divulge records, forms, specifications, formulae, data, processes, papers, and writings related to any personthe business of the Company, entityand all other property belonging to the Company, firm or company whatsoevertogether with all copies of the foregoing, or use for Employee's own benefit or it being understood and agreed that the benefit of any other person, entity, firm or companysame are the sole property, directly or indirectly, of the Company; (g) Employee understands that in his performing work for the Company, he will be expected not to use or disclose any knowledge, devices, confidential information, techniquesincluding trade secrets, customer lists, business plans of any former employer or other data belonging person that Employee has an obligation of confidentiality. Rather, Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the Corporation industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementCompany. (Bh) During Employee acknowledges and understands that the term securities of Employee's employment with the Corporation Company are publicly traded and for subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)result, Employee covenants acknowledges and agrees that Employee will not in any manner directly or indirectly: that: (i) solicit, divert, take away or interfere with any he is required under applicable securities laws to refrain from trading in securities of the customers (or their respective affiliates or successors) Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the Corporation; performance of Employee’s duties hereunder; and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of he will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. The Employee agrees and acknowledges that certain of the Company's services are proprietary in nature and shall have been marketed through the use of customer lists, trade secrets, methods of operation and other confidential information possessed by the Company and disclosed in confidence to the Employee (Ahereinafter the "Trade Secrets or Confidential Information") which may not have been accessible to other persons in the trade, Trade Secrets or Confidential Information shall not include: (i) any information in the public domain, (ii) any information received unsolicited from a third party under no obligation of secrecy, or (iii) any information known by Employee prior to entering into this Agreement. The Employee also acknowledges that he will have substantial and ongoing contact with the Company's clients and will thereby gain knowledge of clients' needs and preferences, sources of information and other valuable information necessary for the success of Company's business. The Employee therefore covenants and agrees as follows: A. He will not at any time take any action or make any statement that could discredit the reputation of the Company or its services or products. B. During the term of this Agreement and for a period of one (1) year following termination of Employee's employment with the Corporation and Company for all time thereafter any reason, the Employee covenants and shall not: (i) Solicit or accept business directly or indirectly from any client of the Company which does business within a five hundred (500) mile radius of any facility owned or operated by the Company; (ii) Except as may be required by law, disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interest of the Company, the Trade Secrets or Confidential Information or any other confidential information of or pertaining to the Company or its services, disclosed to or obtained by the Employee during the term of this Agreement. The Employee further agrees that Employee will not in he shall not, either during the term of this Agreement or at any manner time subsequent thereto, use, disclose or otherwise reveal any of the Trade Secrets or Confidential Information to any person, either directly or indirectly, whether or not for compensation or remuneration, except as required necessary while performing services on behalf of the Company; (iii) Own, manage, advise, counsel, assist or engage in Employee's duties to the Corporationownership, disclose management or divulge to any person, entity, firm or company whatsoevercontrol of, or use for Employee's own benefit be employed or the benefit of any other personengaged by or otherwise affiliated or associated as a consultant, entity, firm independent contractor or companyotherwise, directly or indirectly, with any knowledgeother corporation, devicespartnership, proprietorship, or other business entity, or otherwise engage in any business which competes with or is similar in nature to a business in which the Company is engaged, and from which the Company derives more than 5% of its revenue within a five hundred (500) mile radius of any facility owned or operated by the Company; and (iv) In conjunction with 5(B)(iii), solicit, induce, aid or suggest to any of the employees, officers, agents, or consultants of the Company or other persons having a substantial contractual relationship with the Company, to leave such employ, cease any consulting relationship with the Company, or terminate such contractual relationship with the Company. C. Employee recognizes that the foregoing items are material to this Agreement and that the failure to abide by such terms shall constitute sufficient Cause for Termination of Employment as provided in Section 6 hereof. D. Employee agrees and understands that the remedy at law for any breach of this Section 5 will be inadequate and that damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in the event that the Company shall institute any action or proceeding to enforce the provisions of this Agreement, the Employee hereby waives the claim or defense therein that the Company has an adequate remedy at law. Nothing in this Section 5 shall be deemed to limit the Company's remedies at law or in equity for breach by the Employee of any of the provisions of this Section 5 which may be pursued by the Company. E. Employee shall not create or suffer to be created, without the express prior written consent of the Company, any mortgage, pledge, lien or encumbrance of any kind whatsoever against or upon any property of the Company, or make any contract or create any obligation, liability or debt of any kind, in the name of or binding upon the Company without its prior written consent other than in the ordinary course of business. F. Employee agrees that, upon termination of employment with the Company for any reason whatsoever, Employee will immediately return to Company all papers, books, price lists and price information, techniqueslists of sources of supply, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf processes, inventions, mailing lists, employee lists and resumes, computer print-outs, manuals, sales literature, Employee's copies of the Corporation during his employment with the Corporationcustomer invoices, without regard to whether all quotations, purchase orders, any copies of the foregoing matters will be deemed confidentialor any documents or notes containing excerpts from the foregoing and all other documents, material or importantdata, the parties hereto stipulatingequipment, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same products belonging to or use of the same by third parties would greatly affect the effective and successful conduct of related to the business of the Corporation Company which may be in Employee's possession. If any such information has been electronically stored, Employee shall return all disks, or other storage media, containing such information and shall permanently delete such information from the goodwill computer hard drive, of other non removable storage device, or any computer owned or controlled by Employee after providing the Company a copy of the Corporationinformation. G. Employee agrees to assign and hereby assigns to Company all of Employee's right, title and interest, if any, in and to all inventions, improvements, patents, trademarks, copyrights, and that any breach of trade names, which during the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term period of Employee's employment by Company, Employee has obtained, made or conceived or may hereafter make or conceive, either solely or jointly with others, in the Corporation and for a period course of two (2) years (such employment, within the "Covenant Term") after cessation for whatever scope of Company's business, work or investigations, or with use of Company's time, employees, material or facilities, or relating to or suggested by work or problems arising in Company's business of which Employee has been or may become aware by reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee's employment. Employee covenants and agrees that Employee will not execute, acknowledge and deliver all papers, documents, assignments and other information as may be required by Company to obtain any patents, trademarks, copyrights, trade names or other registrations or applications in the name of Company. H. Employee agrees that the remedy at law for any manner directly or indirectly: (i) solicit, divert, take away or interfere with any breach by Employee of the customers (or their respective affiliates or successors) of covenants set forth in the Corporation; (ii) engage directly or indirectlyforegoing sections 5A, either personally or as an employeeB, partnerC, associate partnerD, officerE, manager, agent, advisor, consultant or otherwiseF, or by means of any corporate or other entity or deviceG is inadequate and the Company, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its productsaddition to having an action at law for damages, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense entitled to the enforcement by the Corporation of injunctive relief to enforce these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly this Employment Agreement or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment his service with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)Employer, Employee covenants and agrees that Employee will shall not directly or indirectly engage in any manner directly or indirectly: (i) solicitbusiness, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or whether as an employeea proprietor, partner, associate partnerjoint venturer, officer, manageremployer, agent, advisoremployee, consultant consultant, officer or otherwise, beneficial or by means record owner of more than one percent of the stock of any corporate corporation or other entity or device, in association of any business nature which is competitive with the business conducted by Employer, except that nothing herein shall prevent the Employee from owning any part of or participating in the operation of Pledxxx, Xxc. (b) During the term of this Employment Agreement and ending on the fifth anniversary following the termination of Employee's employment with Employer, Employee shall not divulge or appropriate to Employee's own use or to the use of others any trade secrets or confidential information or confidential knowledge pertaining in any respect to the business of Employer (collectively, the "Proprietary Information"). The restrictions contained herein shall not apply to, and Proprietary Information shall not include, any information which (a) was already available to the public at the time of disclosure, or subsequently became available to the public, otherwise than by breach of this Employment Agreement, or (b) is or becomes available to Employee after the termination of the Corporation. For purposes of this covenant Employee's employment with Employer on a business will be deemed competitive if it non- confidential basis from a third-party source; provided that such third-party source is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry not bound by a confidentiality agreement or any other obligation of confidentiality to Employer. (c) In the event Employee breaches this Employment Agreement or if Employee's employment is terminated by Employer pursuant to paragraph 5(a) of this Employment Agreement, Employee separately agrees, being fully aware that the performance of this Employment Agreement is important to preserve the present value of the property and business which is in any manner competitiveof Employer, as of that for twelve (12) calendar months following the date of cessation such termination, Employee shall not directly or indirectly engage in any business, whether as proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the stock of any corporation or association of any nature which is competitive with the business conducted by Employer in the current geographical service area of Employer or in any other geographical service area of Employer during the term of Employee's employment, except that nothing herein shall prevent the Employee from owning any part of or participating in the operation of Pledxxx, Xxc. Within such geographical service areas and during such 12-month period, Employee shall not solicit or do business competitive with the business conducted by Employer, with any business then being conducted by customers, partners or associates of Employer. Notwithstanding the Corporation or foregoing, in the event of a Change of Control (as to which defined in paragraph 5 (f) below), the Corporation has then formulated definitive plans to enter; (iiiEmployee's obligations under this paragraph 4(c) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to shall terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products as of the Corporation; or (iv) induce or cause any employee date that a Change of the Corporation to leave the employ of the CorporationControl has occurred. (Cd) The parties agree Employee agrees that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all breach by Employee of any of the operating assets foregoing covenants is likely to result in irreparable harm, directly or all indirectly, to Employer. Employee, therefore, consents and agrees that if Employee violates any of the common stock of the Corporation is sold such covenants, Employer shall be entitled, among and in addition to any entity other rights or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in remedies available under this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Employment Agreement or otherwiseat law or in equity, shall not constitute to temporary and permanent injunctive relief to prevent Employee from committing or continuing a defense to the enforcement by the Corporation breach of these such covenants. (Ee) It is the intention of the parties to restrict the activities desire, intent and agreement of Employee under and Employer that the restrictions placed on Employee by this paragraph 7 only 4 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent necessary for that any portion of this paragraph 4 shall be adjudicated to be unenforceable, such portion shall be deemed amended to delete therefrom or to reform the protection portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of legitimate business interests such portion in the particular jurisdiction in which such adjudication is made. (f) Any controversy or claim arising out of or relating to this Employment Agreement shall be settled by arbitration in Palm Beach County, Florida, in accordance with the rules then in effect of the CorporationAmerican Arbitration Association, and judgment upon the parties specifically covenant award rendered may be entered in any court having jurisdiction thereon. The arbitrator(s) shall have the right and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable ability to award attorneys' fees to the extent necessary for prevailing party in any such protectionarbitration proceeding.

Covenants of Employee. (A) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of 1 the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property party of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill good will of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage engage, directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen fore seen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly this Employment Agreement or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment his service with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)Employer, Employee covenants and agrees that Employee will shall not directly or indirectly engage in any manner directly or indirectly: (i) solicitbusiness, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or whether as an employeea proprietor, partner, associate partnerjoint venturer, officer, manageremployer, agent, advisoremployee, consultant consultant, officer or otherwise, beneficial or by means record owner of more than one percent of the stock of any corporate corporation or other entity or device, in association of any business nature which is competitive with the business conducted by Employer. (b) During the term of this Employment Agreement and ending on the fifth anniversary following the termination of Employee's employment with Employer, Employee shall not divulge or appropriate to Employee's own use or to the use of others any trade secrets or confidential information or confidential knowledge pertaining in any respect to the business of Employer (collectively, the "PROPRIETARY INFORMATION"). The restrictions contained herein shall not apply to, and Proprietary Information shall not include, any information which (a) was already available to the public at the time of disclosure, or subsequently became available to the public, otherwise than by breach of this Employment Agreement, or (b) is or becomes available to Employee after the termination of the Corporation. For purposes of this covenant Employee's employment with Employer on a business will be deemed competitive if it non-confidential basis from a third-party source; PROVIDED that such third-party source is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry not bound by a confidentiality agreement or any other obligation of confidentiality to Employer. (c) In the event Employee breaches this Employment Agreement or if Employee's employment is terminated by Employer pursuant to paragraph 5(a) of this Employment Agreement, Employee separately agrees, being fully aware that the performance of this Employment Agreement is important to preserve the present value of the property and business of Employer, that for twelve (12) calendar months following the date of such termination, Employee shall not directly or indirectly engage in any business, whether as proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the stock of any corporation or association of any nature which is competitive with the business conducted by Employer in the current geographical service area of Employer or in any manner competitiveother geographical service area of Employer during the term of Employee's employment. Within such geographical service areas and during such 12-month period, Employee shall not solicit or do business competitive with the business conducted by Employer, with any customers, partners or associates of Employer. Notwithstanding the foregoing, in the event of a Change of Control, the Employee's obligations under this paragraph 4(c) shall terminate as of the date a Change of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation Control has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporationoccurred. (Cd) The parties agree Employee agrees that the Covenant Term provided for in the preceding subparagraph (B) shall be: (i) reduced to six (6) months in the event all breach by Employee of any of the operating assets foregoing covenants is likely to result in irreparable harm, directly or all indirectly, to Employer. Employee, therefore, consents and agrees that if Employee violates any of the common stock of the Corporation is sold such covenants, Employer shall be entitled, among and in addition to any entity other rights or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidated. (D) All the covenants of Employee contained in remedies available under this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Employment Agreement or otherwiseat law or in equity, shall not constitute to temporary and permanent injunctive relief to prevent Employee from committing or continuing a defense to the enforcement by the Corporation breach of these such covenants. (Ee) It is the intention of the parties to restrict the activities desire, intent and agreement of Employee under and Employer that the restrictions placed on Employee by this paragraph 7 only 4 be enforced to the fullest extent permissible under the law and public policy applied by any jurisdiction in which enforcement is sought. Accordingly, if and to the extent necessary for that any portion of this paragraph 4 shall be adjudicated to be unenforceable, such portion shall be deemed amended to delete therefrom or to reform the protection portion thus adjudicated to be invalid or unenforceable, such deletion or reformation to apply only with respect to the operation of legitimate business interests such portion in the particular jurisdiction in which such adjudication is made. (f) Any controversy or claim arising out of or relating to this Employment Agreement shall be settled by arbitration in Palm Beach County, Florida, in accordance with the rules then in effect of the CorporationAmerican Arbitration Association, and judgment upon the parties specifically covenant award rendered may be entered in any court having jurisdiction thereon. The arbitrator(s) shall have the right and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable ability to award attorneys' fees to the extent necessary for prevailing party in any such protectionarbitration proceeding.

Covenants of Employee. (Aa) During the term of Employee's employment with the Corporation Partnership and for all time thereafter Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee's duties to the CorporationPartnership, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation Partnership or developed by Employee on behalf of the Corporation Partnership during his employment with the CorporationPartnership, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the CorporationPartnership, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation Partnership and the goodwill of the CorporationPartnership, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (Bb) During the term of Employee's employment with the Corporation Partnership and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the CorporationPartnership; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the CorporationPartnership. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation Partnership is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry commercial aircraft or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation Partnership or as to which the Corporation Partnership has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation Partnership to terminate their relationship with the CorporationPartnership, or to represent, distribute or sell products in competition with products of the CorporationPartnership; or (iv) induce or cause any employee of the Corporation Partnership to leave the employ of the CorporationPartnership. (Cc) The parties agree that the Covenant Term provided for in the preceding subparagraph (Bb) shall be: (i) reduced to six (6) months in the event all of the operating assets or all of the common stock of the Corporation Partnership is sold to any entity or individuals unaffiliated with the CorporationPartnership, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation Partnership is terminated and the assets of the Corporation Partnership are liquidated. (Dd) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the CorporationPartnership, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation Partnership of these covenants. (Ee) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the CorporationPartnership, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) Employee will truthfully and accurately make, maintain, and preserve all records and reports that the Company may from time-to-time reasonably request or require; (b) Employee will obey all rules, regulations, and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee’s services to the mutual benefit of the Parties; (c) Employee will make available to the Company all information Employee has knowledge relating to the business of the Company or any of its Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all money, records, goods, wares, and merchandise or other property belonging to the Company of which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (e) During the term of Employee's employment with the Corporation Company, its subsidiaries, and for all time thereafter Employee covenants and agrees that thereafter, the Employee will not in any manner directly divulge, transmit or indirectly, otherwise disclose (except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companylegally compelled by court order), directly or indirectly, any knowledgeconfidential knowledge or information with respect to the operations, devicesfinances, informationorganization or employees of the Company or its affiliates or with respect to confidential or secret processes, services, techniques, customer listscustomers or plans with respect to the Company and its affiliates. The Employee will not use, business plans directly or indirectly, any confidential information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates. (f) All files, records, correspondence, memoranda, notes or other data documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Corporation Company and its affiliates, whether prepared by the Employee or developed by Employee on behalf otherwise coming into [his/her] possession in the course of the Corporation during his employment with performance of [his/her] services, shall be the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the exclusive property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective Company and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach immediately delivered to the Company and not retained by the Employee (including, without limitations, any copies thereof) upon termination of this Agreementemployment for any reason whatsoever. (Bg) During While employed by the term of Employee's employment with the Corporation Company and its subsidiaries and for a period of two twelve (212) years months thereafter (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7“Restricted Period”), the Employee covenants and agrees that Employee will not shall not, within any jurisdiction or marketing area in which the Company or any manner of its affiliates is doing business, directly or indirectly:—limited to telehealth or telemedicine businesses—(i) participate in the ownership, management, operation, or control of; or (ii) consult with, be employed by, or otherwise render services to any said telehealth or telemedicine business. During the Restricted Period, the Employee shall not, privately or publicly: (i) solicit for business or accept the business of, any person or entity who is, or was at any time within the previous twelve (12) months, a customer of the Company (or potential customer with whom the Company had initiated contact) or its affiliates, unless Employee had contacts with said customer or potential customer prior to signing these Employment Terms; (ii) disparage or make derogatory, pejorative, or offensive remarks about the Company, it affiliates, or its brands, products, and offerings. (h) Employee represents and warrants that Employee’s performance under these Terms does not and will not violate the terms of any other agreement to which Employee is a party, including, without limitation, confidentiality, or non-competition agreements. (i) solicitEmployee understands that in his performing work for the Company, diverthe will be expected not to use or disclose any confidential information, take away including trade secrets, of any former employer or interfere other person that Employee has an obligation of confidentiality. Rather, Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the customers Company. (or their respective affiliates or successorsj) Employee acknowledges and understands that the securities of the Corporation; Company are publicly traded and subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a result, Employee acknowledges and agrees that (i) he is required under applicable securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the performance of Employee’s duties hereunder, and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of he will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa) During Employee will truthfully and accurately make, maintain and preserve all records and reports that the term Company may from time to time reasonably request or require; (b) Employee will obey all rules, regulations and reasonable special instructions applicable to Employee, and will be loyal and faithful to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort to increase the value of Employee's employment with ’s services to the Corporation mutual benefit of the Parties; (c) Employee will make available to the Company any and all of the information of which Employee has knowledge relating to the business of the Company or any of the Company’s other Subsidiaries and will make all suggestions and recommendations which Employee feels will be of benefit to the Company; (d) Employee will fully account for all time thereafter money, records, goods, wares and merchandise or other property belonging to the Company of which Employee covenants has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed to do so; (e) Employee acknowledges that as a condition of employment, [he/she] must sign and comply with an Employee Confidential Information and Inventions Assignment Agreement, which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations; (f) Employee agrees that Employee upon termination of his employment hereunder he will not in any manner directly or indirectly, except as required in Employee's duties immediately surrender and turn over to the CorporationCompany all books, disclose or divulge records, forms, specifications, formulae, data, processes, papers and writings related to any personthe business of the Company, entityand all other property belonging to the Company, firm or company whatsoevertogether with all copies of the foregoing, or use for Employee's own benefit or it being understood and agreed that the benefit of any other person, entity, firm or companysame are the sole property, directly or indirectly, of the Company. (g) Employee understands that in his performing work for the Company, he will be expected not to use or disclose any knowledge, devices, confidential information, techniquesincluding trade secrets, customer lists, business plans of any former employer or other data belonging person that Employee has an obligation of confidentiality. Rather, Employee further understands that he will be expected to use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the Corporation industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict Employee’s activities on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this AgreementCompany. (Bh) During Employee acknowledges and understands that the term securities of Employee's employment with the Corporation Company are publicly traded and for subject to the Securities Act of 1933 and the Securities Exchange Act of 1934. As a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7)result, Employee covenants acknowledges and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any he is required under applicable securities laws to refrain from trading in securities of the customers (or their respective affiliates or successors) Company while in possession of material nonpublic information and to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with the Corporation; performance of Employee’s duties hereunder, and (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of he will communicate to any corporate or other entity or device, in person to whom Employee communicates any business which material nonpublic information that such information is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, material nonpublic information and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for trading and disclosure restrictions in the preceding subparagraph (B) shall be: clause (i) reduced above also apply to six (6) months in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedsuch person. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.

Covenants of Employee. (Aa.) During the term of this agreement while Employee is employed by Employer, Employee shall not directly or indirectly engage in any business, whether as proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the stock of any corporation or association which is competitive to the business conducted by Employer. During the term of this agreement or after termination of employment Employee will not divulge or appropriate to Employee's own use or to the use of others any trade secrets or confidential information or confidential knowledge pertaining in any way to the business of Employer. In the event Employee terminates this agreement by quitting or otherwise resigning prior to the expiration of the term hereof as set forth in paragraph 5(e.) of this agreement, or if Employee's employment with is terminated by Employer pursuant to paragraph 5(a.) of this agreement, Employee separately agrees, being fully aware that the Corporation performance of this agreement is important to preserve the present value of the property and business of Employer, that for all time thereafter 12 calendar months following the date of such termination, Employee covenants and shall not directly engage in any business, whether as proprietor, partner, joint venturer, employer, agent, employee, consultant, officer or beneficial or record owner of more than one percent of the stock of any corporation or association which is competitive to the business conducted by Employer. During such 12 month period, Employee shall not solicit or do business competitive to the business conducted by Employer. Employee agrees that the breach by Employee will not in any manner directly or indirectly, except as required in Employee's duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee's own benefit or the benefit of any other person, entity, firm or companyof the foregoing covenants is likely to result in irreparable harm, directly or indirectly, to Employer and Employee, therefore, consents and agrees that if Employee violates any knowledgesuch covenants, devicesEmployer shall be entitled, informationamong and in addition to any other rights or remedies available under this agreement or at law or in equity, techniquesto temporary and permanent injunctive relief to prevent Employee from committing or continuing a breach of such covenant. It is the desire, customer lists, business plans or other data belonging intent and agreement of Employee and Employer that the restrictions placed on Employee by this paragraph 4 be enforced to the Corporation or developed fullest extent permissible under the law and public policy applied by Employee on behalf of any jurisdiction in which enforcement is sought. Accordingly, if and to the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and extent that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement. (B) During the term of Employee's employment with the Corporation and for a period of two (2) years (the "Covenant Term") after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) portion of this paragraph 7)4 shall be adjudicated to be unenforceable, Employee covenants and agrees that Employee will not in any manner directly or indirectly: (i) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation; (ii) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will such portion shall be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee's employment, with any business then being conducted by the Corporation or as amended to which the Corporation has then formulated definitive plans to enter; (iii) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, delete therefrom or to representreform the portion thus adjudicated to be invalid or unenforceable, distribute such deletion or sell products in competition reformation to apply only with products respect to the operation of the Corporation; or (iv) induce or cause any employee of the Corporation to leave the employ of the Corporation. (C) The parties agree that the Covenant Term provided for such portion in the preceding subparagraph (B) shall be: (i) reduced to six (6) months particular jurisdiction in the event all of the operating assets or all of the common stock of the Corporation which such adjudication is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or (ii) eliminated if the business currently operated by the Corporation is terminated and the assets of the Corporation are liquidatedmade. (D) All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants. (E) It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions will nevertheless be valid and enforceable to the extent necessary for such protection.