Common use of Non-Compete and Non-Solicitation Clause in Contracts

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in any manner, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, or in any other individual or representative capacity, engage in or become interested in any business (i) whose primary business is developing, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to five percent (5%) of the listed and outstanding capital stock of any publicly traded company; (b)solicit or entice or attempt to solicit or entice away from Sona any of the employees of Sona to enter into employment or services with any person, business, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5.

Non-Compete and Non-Solicitation. (a) Except as otherwise set forth in explicitly permitted by the last sentence of this Paragraph 5Section 5.2(a), you will while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in any manner, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an employeeownership interest or profit-sharing percentage in, employer, consultant, agent, principal, partner, manager, stockholder, officer, directorseek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any other individual or representative capacity, engage in or become interested in any business (i) whose primary business is developing, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to Affiliate of Employee from owning less than five percent (5%) of any class of voting securities registered under the listed Securities Exchange Act of 1934, as amended, and outstanding capital stock publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any publicly traded companyissuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof. (b) While employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (b)solicit or entice ii) hire, solicit, take away, or attempt to hire, solicit or entice take away from Sona any of the employees of Sona to enter into employment (either on such Employee’s behalf or services with any person, business, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In any other person or entity) any person (A) who is then an employee of the event Consultant introduces a new client to Sona Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action. (c) Employee hereby acknowledges and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor agrees that the payment of Sona. In any amount under the event that Severance Package is conditioned upon Employee’s compliance with the provisions of this Section 5 should ever be deemed 5, and that the Company will have the right to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any withhold payment if Employee is in breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms provisions of this Section 5.

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any mannerother reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, engage, undertake or participate in (as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, consultant or otherwise) in any other individual or representative capacity, engage the State of Florida and/or in or become interested the country of Antigua and Barbuda in any the business (i) whose primary business is developing, marketing and/or selling mobile platform application software (of providing independent call center services for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling softwarethird parties; provided, however, you may own up to that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the listed and outstanding capital stock of any publicly traded companycorporation whose stock is listed on a national securities exchange; (b)solicit or entice or attempt and provided, further, that notwithstanding anything herein to solicit or entice away from Sona any the contrary Employee may perform and do such acts and provide such services for the benefit of the employees of Sona Company as may be requested by the Company from time to enter into employment or services with any person, business, firm or corporation other than Sona; or time. (b) solicit If the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid or entice unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 8.2 During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or attempt Certain Resignation under Section 7.3, termination by Employee under Section 7.4, or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7, he will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or entice away from Sona initiate any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed discussions relating to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) possible employment of, or the foregoing covenants are an essential element utilization of this Agreement and thatservices of, but for the agreement of Consultant to comply with any such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5employee.

Non-Compete and Non-Solicitation. (a) Except as otherwise set forth in explicitly permitted by the last sentence of this Paragraph 5Section 5.2(a), you will while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in any manner, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an employeeownership interest or profit-sharing percentage in, employer, consultant, agent, principal, partner, manager, stockholder, officer, directorseek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any other individual or representative capacity, engage in or become interested in any business (i) whose primary business is developing, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to Affiliate of Employee from owning less than five percent (5%) of the listed any class of voting securities publicly held and outstanding capital stock quoted on a recognized securities exchange or inter-deal quotation system, of any publicly traded companyissuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof. (b) While employed with the Company or any of its Affiliates and for a period of twenty-four (24) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (b)solicit or entice ii) hire, solicit, take away, or attempt to hire, solicit or entice take away from Sona any of the employees of Sona to enter into employment (either on such Employee’s behalf or services with any person, business, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In any other person or entity) any person (A) who is then an employee of the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically action. (c) Employee hereby acknowledges and agrees that (x) the foregoing payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the covenants are an essential element of in this Agreement Section 5, and that, but for that the agreement of Consultant Company will have the right to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any withhold payment if Employee is in breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of covenants in this Section 5.

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the (a) For a period beginning of thirty-six (36) months commencing on the date hereof and ending on the earlier of the Termination Closing Date (as defined in Paragraph 9) and May 31, 2007 (the “TermRestricted Period”), (a) in Seller shall not, and shall not permit any mannerof its Subsidiaries to, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, or in any other individual or representative capacity, engage in or become interested in any business (i) whose primary engage in an aluminum rolling business is developingthat services the food and beverage packaging market as conducted by Seller, marketing and/or selling mobile platform application software the Company and the Rolling Mill Affiliates as of the Closing Date (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per sethe “Restricted Business”) in the Restricted Territory; or (ii) have an interest in any Person that developsengages directly or indirectly in the Restricted Business in the Restricted Territory in any capacity. Notwithstanding any other provision in this Agreement to the contrary, markets and/or sells mobile wagering in the event of a Fundamental Transaction with respect to Seller, this Section 5.26(a) shall automatically terminate and have no further force or gambling softwareeffect upon the consummation of any Fundamental Transaction (b) Notwithstanding the foregoing Section 5.26(a), the Parties agree that nothing herein shall prohibit Seller or any of its Affiliates from: (i) engaging in the business of casting aluminum products, including rolling slab; (ii) acquiring or investing in or combining with (regardless of the form of transaction) any Person, or the assets thereof, if less than ten percent (10%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Restricted Business; or (iii) acquiring or investing in or combining with (regardless of the form of transaction) any Person, or the assets thereof, if ten percent (10%) or more than ten percent (10%), but not more than twenty-five percent (25%) of the gross revenues, assets and income of such Person or assets (based on such Person’s latest annual audited consolidated financial statements) are generated directly from the Restricted Business; provided, that within nine (9) months of such acquisition, Seller or its applicable Affiliate enters into a definitive agreement to divest itself of all or substantially all of the assets or operations so acquired that are engaged the Restricted Business (such assets or operations, the “Restricted Business Assets”) (and uses commercially reasonable efforts to consummate such transaction within such nine (9) month period); provided, however, you may that Seller agrees to provide Buyer, on its own up behalf and on behalf of its Affiliates, with a right of first offer to five percent purchase the Restricted Business Assets (5%“Right of First Offer”) in accordance with the Right of First Offer Procedure. For the listed and outstanding capital stock purposes of any publicly traded company; (b)solicit or entice or attempt to solicit or entice away from Sona any this Section 5.26(b)(iii), “Right of the employees of Sona to enter into employment or services with any personFirst Offer Procedure” shall mean that, businessif, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months Restricted Period, Seller or any Affiliate of Seller acquires any Restricted Business Assets, Seller shall deliver written notice to Buyer (“Offer Notice”) of Seller or an Affiliate of Seller’s acquisition of such Restricted Business Assets and obligation to first offer such Restricted Business Assets for sale to Buyer. Buyer, on its own behalf or on behalf of Sonaan Affiliate, shall have a period of thirty (30) days after the delivery of the Offer Notice within which to advise Seller by written notice (the “Acceptance Notice”) that Buyer desires to purchase such Restricted Business Assets at a purchase price (the “Offer Price”) set forth in the Acceptance Notice. In If Buyer delivers the event Consultant introduces Acceptance Notice within such thirty (30) day period and Seller dose not reject such Acceptance Notice within fifteen (15) days of its delivery, the parties shall attempt in good faith to agree upon the terms and conditions upon which Seller shall sell and Buyer or an Affiliate of Buyer shall purchase the Restricted Business Assets, which shall include final agreement on the Offer Price or such other purchase price as the parties may agree, and to memorialize such agreement in a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time stock or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed asset purchase agreement mutually agreeable to the maximum permitted parties (“Right of First Offer Contract”). If Seller has rejected the Acceptance Notice of Seller and Buyer are unable to agree upon and execute a Right of First Offer Contract within sixty (60) days after delivery of an Acceptance Notice that has not been rejected by applicable laws. Consultant specifically acknowledges Seller, Buyer’s rights under the Right of First Offer shall terminate, and agrees Seller may offer to sell the Restricted Business Assets to one or more third parties free of Buyer’s rights under the Right of First Offer at a price that (x) is higher than the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief price offered by Buyer in the event Consultant violates any of the terms of this Section 5.Acceptance Notice;

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in PHMD agrees that for a period of four (4) years after the Closing Date neither it nor any mannerof its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use in a medical practice, excimer lasers or excimer lamps; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an employeeinvestment, employerup to 5% of any Person engaged in any such business. (b) PHMD agrees that for a period of four (4) years after the Closing Date neither it nor any of its directors or Affiliates shall, consultantwithout the prior written consent of Purchaser, agent, principal, partner, manager, stockholder, officer, directordirectly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (c) PHMD agrees that for a period of four (4) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Purchaser, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser agrees that for a period of four (4) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the Sellers, directly or indirectly solicit the employment or services of, or retain any employee of either Seller (other individual than any Business Employee) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or representative capacitygeneral solicitations or advertisements not directed at any particular individual. (e) Purchaser agrees that for a period of four (4) years after the Closing Date neither it nor any of its Affiliates shall, engage without the prior written consent of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or become interested (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in any business Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (h) PHMD agrees that, for the shorter of the period ending on (i) whose primary business the date that is developingfour (4) years after the Closing Date, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) the date that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to five percent (5%the restrictions set forth in Section 13(e) of each of the agreements listed on Section 5.6(h) of the listed Disclosure Letter (the "Applicable Provisions") would otherwise expire in accordance with their terms, PHMD shall, and outstanding capital stock shall cause its Affiliates to, enforce, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of Purchaser and its Affiliates with respect to the Business. In no event shall PHMD consent to any publicly traded company; (b)solicit amendment or entice or attempt to solicit or entice away from Sona waive any of its rights under such agreements to the employees of Sona to enter into employment or services with any person, business, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event extent that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that same would (x) shorten the foregoing covenants are an essential element duration of this Agreement and thatthe Applicable Provisions, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; or (y) permit the remedy at law executives restricted by the Applicable Provisions to either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for any breach of the foregoing covenants will be inadequate; and (z) Sonause in a medical practice, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5excimer lasers or excimer lamps.

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in For a period of eighteen (18) months commencing on the Closing Date, Seller shall not, and shall not permit any mannerof its controlled Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory, including as an a partner, shareholder, member, employee, employer, consultantprincipal, agent, principal, partner, manager, stockholder, officer, director, trustee or in any other individual or representative capacity, engage in or become interested in any business (i) whose primary business is developing, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) consultant; or (iiiii) that develops, markets and/or sells mobile wagering manage or gambling softwareoperate a Restricted Business in the Territory; provided, however, you may that this Section 6.20: (A) shall not apply to internet gambling; (B) shall not prevent Seller or its Affiliates from owning, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own up to five percent (5%) or more of any class of securities of such Person, (C) shall not directly or indirectly restrict any business (other than the Business) as currently conducted by Seller or its Affiliates in the Territory; and (D) shall not directly or indirectly restrict or otherwise prevent Seller or its Affiliates from acquiring, in one transaction or a series of transactions, by purchase of stock or assets, merger or otherwise, the whole or any part of a Person that carries on all or a portion of a Restricted Business or the whole or any part of a business that includes the carrying on of all or a portion of a Restricted Business (each, a “Potential Acquired Business”) if no more than fifteen percent (15%) of the listed and outstanding capital stock Potential Acquired Business (determined by reference to the most recent annual revenue of any publicly traded company; (b)solicit or entice or attempt to solicit or entice away from Sona any such Potential Acquired Business at the time of the employees acquisition and after such acquisition, the annual revenue each year after the acquisition during such eighteen (18) month non-compete period) comprises a Restricted Business; provided, further, that the Seller and its Affiliates may acquire, directly or indirectly, a Potential Acquired Business even if it does not fall below the foregoing fifteen percent (15%) threshold if the Seller or such Affiliate sells, transfers or otherwise disposes of Sona (including by terminating or winding down the operations comprising the Restricted Business or diverting those operations to enter into employment or services with any person, business, firm or corporation a business other than Sona; a Restricted Business) sufficient assets so that the annual revenue of such Potential Acquired Business attributable to the Restricted Business falls below such fifteen percent (15%) threshold (determined on a pro forma basis as if the sale, transfer or other disposition of such assets had occurred as of the first day of the most recently completed fiscal year of such Potential Acquired Business) within twelve (12) months after such acquisition. (b) solicit Commencing on the Closing Date, Seller shall not, and shall not permit any of its controlled Affiliates to, Directly Market to any Exclusive Players for purposes of diverting their business from the Company Property to any Other Property; provided, however, that nothing herein shall prohibit Seller or entice or attempt its Affiliates from Directly Marketing to solicit or entice away from Sona any customer who, after the Closing Date, has gambled or wagered at or otherwise visited any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of SonaOther Property. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions For purposes of this Agreement, “Directly Market” means any marketing to such players by U.S. Mail, email, telephone or social media (including via Twitter or Facebook) that contains special promotions that are offered solely to Exclusive Players or other mass marketing (including via newspaper, television or radio) that contains special promotions offered solely to Exclusive Players. Not later than twenty (20) Business Days after the Closing Date, Seller shall delete from the Customer Database all of the Exclusive Players, including all Personal Identifying Information regarding such Exclusive Players; provided, however, that Seller may maintain a copy of any such data deleted from the Customer Database pursuant to this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed 6.20(b) to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant extent required to comply with applicable Law; provided, further, that Seller shall not be required to delete electronic copies of such covenantsdata which reside only in backups or archives that are not generally accessible by persons other than Seller’s information technology and legal or compliance personnel, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5or which are retrievable only using forensic computer recovery techniques.

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in PHMD agrees that for a period of four (4) years after the Closing Date neither it nor any mannerof its Affiliates shall, either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for use in a medical practice, excimer lasers or excimer lamps; provided, that nothing in this Section 5.6(a) shall preclude PHMD or any of its Affiliates from owning, solely as an employeeinvestment, employerup to 5% of any Person engaged in any such business. (b) PHMD agrees that for a period of four (4) years after the Closing Date neither it nor any of its directors or Affiliates shall, consultantwithout the prior written consent of Purchaser, agent, principal, partner, manager, stockholder, officer, directordirectly or indirectly solicit the employment or services of, or retain, any Continuing Employee; provided, that the restrictions contained in this Section 5.6(b) shall not apply to solicitations through job fairs or general solicitations or advertisements not directed at any particular individual. (c) PHMD agrees that for a period of four (4) years after the Closing Date neither it nor any of its Affiliates shall, without the prior written consent of Purchaser, knowingly cause or attempt to cause any customer of the Business to reduce or terminate its business relationship with Purchaser. (d) Purchaser agrees that for a period of four (4) years after the Closing Date neither it nor any of its directors or Affiliates shall, without the prior written consent of the Sellers, directly or indirectly solicit the employment or services of, or retain any employee of either Seller (other individual than any Business Employee) as of the Closing; provided, that the restrictions contained in this Section 5.6(d) shall not apply to solicitations through job fairs or representative capacitygeneral solicitations or advertisements not directed at any particular individual. (e) Purchaser agrees that for a period of four (4) years after the Closing Date neither it nor any of its Affiliates shall, engage without the prior written consent of the Sellers, knowingly cause or attempt to cause any customer of any Seller or any of their Affiliates to reduce or terminate its business relationship with such Seller or such Affiliate. (f) If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Section 5.6(a), (b), (c), (d) or become interested (e) is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.6 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. (g) In the event of any breach or attempted breach of any provision contained in any business Section 5.6(a), (b), (c), (d) or (e), the aggrieved Party shall be entitled to injunctive and other temporary relief without the need to post a bond and, subject to the other limitations herein, to such other and further legal and equitable relief and damages as may be proper. (h) PHMD agrees that, for the shorter of the period ending on (i) whose primary business the date that is developingfour (4) years after the Closing Date, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) the date that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to five percent (5%the restrictions set forth in Section 13(e) of each of the agreements listed on Section 5.6(h) of the listed Disclosure Letter (the “Applicable Provisions”) would otherwise expire in accordance with their terms, PHMD shall, and outstanding capital stock shall cause its Affiliates to, enforce, including by way of seeking equitable remedies and/or damages, the restrictions set forth in the Applicable Provisions for the benefit of Purchaser and its Affiliates with respect to the Business. In no event shall PHMD consent to any publicly traded company; (b)solicit amendment or entice or attempt to solicit or entice away from Sona waive any of its rights under such agreements to the employees of Sona to enter into employment or services with any person, business, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event extent that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that same would (x) shorten the foregoing covenants are an essential element duration of this Agreement and thatthe Applicable Provisions, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; or (y) permit the remedy at law executives restricted by the Applicable Provisions to either directly or indirectly, alone or with others, engage in, own, manage, operate, finance, control, or provide services to, any Person that sells, distributes or otherwise provides, for any breach of the foregoing covenants will be inadequate; and (z) Sonause in a medical practice, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5excimer lasers or excimer lamps.

Non-Compete and Non-Solicitation. (a) Except as otherwise set forth in explicitly permitted by the last sentence of this Paragraph 5Section 5.2(a), you will while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in any manner, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an employeeownership interest or profit-sharing percentage in, employer, consultant, agent, principal, partner, manager, stockholder, officer, directorseek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in any other individual or representative capacitythe Business in the Territory. For the avoidance of doubt, engage in or become interested in any business (i) an entity whose primary business is developingnot colocation, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers interconnection, Meet-Me-Room services or peering services, shall not be deemed businesses whose primary a competitor with the Company for purposes of this provision. Furthermore, an entity that is primarily in the business is developingof providing telecommunications services or managed hosting services shall also be excluded from the above prohibitions. Notwithstanding the foregoing, marketing and/or selling mobile platform application software per senothing contained in this Section 5.2(a) shall prohibit Employee or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to any Affiliate of Employee from owning less than five percent (5%) of any class of voting securities registered under the listed Securities Exchange Act of 1934, as amended, and outstanding capital stock publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any publicly traded companyissuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof. (b) While employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with whom Employee had direct or indirect contact or whose identity Employee learned as a result of his employment with the Company and with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (b)solicit or entice ii) hire, solicit, take away, or attempt to hire, solicit or entice take away from Sona any of the employees of Sona to enter into employment (either on such Employee’s behalf or services with any person, business, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In any other person or entity) any person (A) who is then an employee of the event Consultant introduces a new client to Sona Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action. (c) Employee hereby acknowledges and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor agrees that the payment of Sona. In any amount under the event that Severance Package is conditioned upon Employee’s compliance with the provisions of this Section 5 should ever be deemed 5, and that the Company will have the right to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any withhold payment if Employee is in breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms provisions of this Section 5.

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, temination by Employee under Article 8, or termination for any mannerother reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7 and 8, she will not, directly or indirectly, engage, undertake or participate in (as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, consultant or otherwise) in any other individual or representative capacity, engage the State of Florida and/or in or become interested the country of Antigua and Barbuda in any the business (i) whose primary business is developing, marketing and/or selling mobile platform application software (of providing independent call center services for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling softwarethird parties; provided, however, you may own up to that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the listed and outstanding capital stock of any publicly traded companycorporation whose stock is listed on a national securities exchange; (b)solicit or entice or attempt and provided, further, that notwithstanding anything herein to solicit or entice away from Sona any the contrary Employee may perform and do such acts and provide such services for the benefit of the employees of Sona Company as may be requested by the Company from time to enter into employment or services with any person, business, firm or corporation other than Sona; or time. (b) solicit If the time and/or geographical limits provided for in Subsection 8.1(a) shall be held invalid or entice unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 9.2 During the Employment Period and for one (1) year after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or attempt Certain Resignation under Section 7.3, termination by Employee under Section 7.4, temination by Employee under Article 8 or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Article 7 and 8, she will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or entice away from Sona initiate any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed discussions relating to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) possible employment of, or the foregoing covenants are an essential element utilization of this Agreement and thatservices of, but for the agreement of Consultant to comply with any such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5employee.

Non-Compete and Non-Solicitation. Except (a) Executive acknowledges and agrees that (i) the business of the Company Group is conducted in the United States and Canada (collectively, the "Territory"), (ii) the Company Group’s reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company Group’s trade secrets and with other Confidential Information (as otherwise set forth defined herein) concerning the Company and its affiliates, (iv) Executive's services are of special, unique and extraordinary value to the Company Group, and (v) if Executive were to deprive the Company Group of any of such goodwill or in any manner utilizes such reputation and goodwill in competition with the Company Group, the Company will be deprived of the benefits it has bargained for in this Paragraph 5Agreement. Accordingly, you will notin order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company Group, and as a condition to the Company's willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company Group and continuing for the period beginning on the date hereof of Executive's Separation and ending on upon the earlier first anniversary of such Separation, Executive shall not, anywhere in the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in any mannerTerritory, directly or indirectlyindirectly own any interest in, as manage, control, participate in, consult with, render services for, be employed in an employeeexecutive, employer, consultant, agent, principal, partner, manager, stockholder, officer, directormanagerial or administrative capacity by, or in any other individual or representative capacity, manner engage in or become interested in any business that reasonably purports to compete with the material lines of businesses of the Company Group, as such businesses (i) currently exist or are currently in the active process of development and (ii) exist or are in the active process of development during Executive's employment with the Company Group; provided, that nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation. Notwithstanding anything herein to the contrary, following termination of the Employment Period, Executive shall be permitted to (i) serve on boards of entities whose primary business principal activity is developingnot electric vehicle charging and (ii) serve in an advisory capacity to investment management firms that may have investments in electric vehicle charging; provided, marketing and/or selling mobile platform application software that in carrying out such service Executive will recuse himself from discussions and decisions pertaining to electric vehicle charging. (b) While Executive is employed by the Company Group and continuing for this purpose wireless carriers the period beginning on the date of Executive's Separation and email providers ending 18 months following such Separation, Executive shall not be deemed businesses whose primary business is developingdirectly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company Group to leave the employ of the Company Group, marketing and/or selling mobile platform application software per seor in any way interfere with the relationship between the Company Group and any employee thereof, (ii) hire any person who was an employee of the Company Group within one year prior to the time such employee was hired by Executive (directly or indirectly through another person or entity) or (iiiii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to five percent (5%) of the listed and outstanding capital stock of any publicly traded company; (b)solicit or entice induce or attempt to solicit induce any customer, referral source, supplier, licensee, licensor, franchisee or entice away from Sona any other business relation of the employees of Sona Company Group to enter into employment cease doing business with the Company Group, or services in any way interfere with the relationship between any personsuch customer, businesssupplier, firm licensee or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer or any other person, firm or corporation whom you have contacted at any time during business relation and the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5Company Group.

Non-Compete and Non-Solicitation. (a) In addition to, and not in limitation of, all of the other terms and provisions of this Agreement, the Employee agrees that during the Term of Employment, the Employee will comply with the provisions of Section 1 above. (b) Except as otherwise set forth in this Paragraph 5provided below, you for a period of six months following the last day of employment by the Company (the “Non-Compete Period”), the Employee will not, for the period beginning on the date hereof and ending on the earlier either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the Termination Date (as defined in Paragraph 9) issued and May 31, 2007 (the “Term”outstanding shares of any public corporation), (a) consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any mannerfinancial interest in or provide, directly or indirectly, as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, financial assistance to or in lend money to or guarantee the debts or obligations of any other individual Person carrying on or representative capacity, engage in or become interested engaged in any business that is similar to or competitive with the business conducted by the Company or any of its subsidiaries during or on the date of termination of Employee’s employment. The business of manufacturing, selling, leasing, and/or distributing railcars and railcar parts and other related products shall be and be deemed to be “competitive” with the business conducted by the Company for the purposes hereof. The Company shall have the right, in its sole discretion, upon written notice to Employee within seven calendar days of his last day of employment by the Company, to extend the Non-Compete Period for up to six additional months by paying Employee, as additional severance pay, $32,083 per month during the extended Non-Compete Period; provided that the Non-Compete Period shall be for no longer than one year in the aggregate, and provided further that for the avoidance of doubt, Employee shall not be entitled to any other compensation or payments relating to the obligations set forth in this Section 8, except as expressly provided in Section 6. (c) The Employee covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for two years following the last day of employment by the Company, the Employee shall not directly, or indirectly, for himself or for any other Person: (i) whose primary business is developingsolicit, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developinginterfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, marketing and/or selling mobile platform application software per se) any current or prospective supplier, customer, client or any Person in the habit of dealing with any of the foregoing; (ii) that developsattempt to direct or solicit any current or prospective supplier, markets and/or sells mobile wagering customer or gambling software; providedclient away from the Company or any of its subsidiaries or affiliates; (iii) interfere with, however, you may own up entice away or otherwise attempt to five percent (5%) obtain or induce the withdrawal of any employee of the listed and outstanding capital stock of any publicly traded company; (b)solicit Company or entice or attempt to solicit or entice away from Sona any of its subsidiaries or affiliates; or (iv) advise any Person not to do business with the employees of Sona to enter into employment or services with any person, business, firm or corporation other than Sona; or (b) solicit or entice or attempt to solicit or entice away from Sona any customer Company or any other person, firm of its subsidiaries or corporation whom you have contacted at affiliates. The Employee represents to and agrees with the Company that the enforcement of the restrictions contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company. The Employee agrees that the remedy of damages for any time during breach by the last six months on behalf Employee of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever either of these sections may be deemed to exceed inadequate and that the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, Company shall be entitled to temporary injunctive relief, without posting any bond and permanent injunctive relief in the event Consultant violates Employee agrees not to oppose granting of such relief. This section constitutes an independent and separable covenant that shall be enforceable notwithstanding any of right or remedy that the terms Company may have under any other provision of this Section 5Agreement or otherwise.

Non-Compete and Non-Solicitation. Except as otherwise set forth in this Paragraph 5, you will not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in During the Employment Period and for eighteen (18) months after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or Certain Resignation under Section 7.3, termination by Employee under Section 7.4, termination by Employee under Article 8 or termination for any mannerother reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Articles 7 and 8, he will not, directly or indirectly, engage, undertake or participate in (as an employee, employer, consultant, agent, principal, partner, manager, stockholder, officer, director, consultant or otherwise) in any other individual or representative capacity, engage the State of Florida and/or in or become interested the country of Antigua and Barbuda in any the business (i) whose primary business is developing, marketing and/or selling mobile platform application software (of providing independent call center services for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling softwarethird parties; provided, however, you may own up to that nothing herein contained shall prohibit the ownership of not more than five percent (5%) of the listed and outstanding capital stock of any publicly traded companycorporation whose stock is listed on a national securities exchange; (b)solicit or entice or attempt and provided, further, that notwithstanding anything herein to solicit or entice away from Sona any the contrary Employee may perform and do such acts and provide such services for the benefit of the employees of Sona Company as may be requested by the Company from time to enter into employment or services with any person, business, firm or corporation other than Sona; or time. (b) solicit If the time and/or geographical limits provided for in Subsection 9.1(a) shall be held invalid or entice unenforceable by a competent court, then in such case such limits shall be modified to such periods and/or such geographical areas, as the case may be, as shall be determined to be valid and enforceable by such court. 9.2 During the Employment Period and for eighteen (18) months after the termination of the Employment Period (whether by expiration, termination "For Cause" under Section 7.2, termination "Without Cause" or attempt Certain Resignation under Section 7.3, termination by Employee under Section 7.4, termination by Employee under Article 8 or termination for any other reason or cause whatsoever), and only for such period, Employee agrees that, subject to the Company fulfilling its obligations under this Agreement, including, without limitation, the Company's obligations under Articles 7 and 8, he will not, directly or indirectly, for Employee's benefit or the benefit of a third party, initiate any offer of employment to, or to solicit the services of, any employee of the Company or entice away from Sona initiate any customer or any other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event that the provisions of this Section 5 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable laws, then such provisions shall be deemed reformed discussions relating to the maximum permitted by applicable laws. Consultant specifically acknowledges and agrees that (x) possible employment of, or the foregoing covenants are an essential element utilization of this Agreement and thatservices of, but for the agreement of Consultant to comply with any such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5employee.

Non-Compete and Non-Solicitation. (a) Except as otherwise set forth in explicitly permitted by the last sentence of this Paragraph 5Section 3.9(a) of this Agreement, you will during the Term and thereafter for a period of the term of any Without Cause Severance Package, Good Reason Severance Package or Permanent Disability Severance Package, as applicable, the Executive shall not, for the period beginning on the date hereof and ending on the earlier of the Termination Date (as defined in Paragraph 9) and May 31, 2007 (the “Term”), (a) in any manner, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 3.9(a) of this Agreement, during the Term and for a period of twelve (12) months thereafter, the Executive shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances or loans to, take an employeeownership interest or profit-sharing percentage in, employer, consultant, agent, principal, partner, manager, stockholder, officer, directorseek to purchase or acquire, or in receive income, compensation or consulting fees from, any other individual entity or representative capacity, engage person directly or indirectly involved in or become interested competitive with the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 3.8(a) prohibits the Executive or any business Affiliate of the Executive from owning (i) whose primary business is developing, marketing and/or selling mobile platform application software (for this purpose wireless carriers and email providers shall not be deemed businesses whose primary business is developing, marketing and/or selling mobile platform application software per se) or (ii) that develops, markets and/or sells mobile wagering or gambling software; provided, however, you may own up to less than five percent (5%) of the listed any class of voting securities publicly held and outstanding capital stock quoted on a recognized securities exchange or inter-deal quotation system of any publicly traded companyissuer, and (ii) an immaterial amount of a Covered Entity as a result of a purchase decision made by a third party after the Effective Date without the knowledge of the Executive and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof. (b) During the Term and thereafter for a period of the term of any Without Cause Severance Package, Good Reason Severance Package or Permanent Disability Severance Package, as applicable, the Executive will not, either directly or indirectly and will not permit any Covered Entity which is Controlled by the Executive to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers with which the Company or any of its Affiliates conducts business or has conducted business within the 12 months preceding such solicitation or other action; or (b)solicit or entice ii) hire, solicit, take away, or attempt to hire, solicit or entice take away from Sona (either on the Executive’s behalf or on behalf of any other person or entity) any person (i) who is then an employee of the employees Company or any Affiliate of Sona to enter into employment or services with any person, business, firm or corporation other than Sonathe Company; or (bii) solicit who has terminated his or entice or attempt to solicit or entice away from Sona any customer her employment with the Company or any Affiliate of the Company within the three months preceding such hiring, solicitation or other person, firm or corporation whom you have contacted at any time during the last six months on behalf of Sona. In the event Consultant introduces a new client to Sona and Sona chooses not to seek an engagement from such potential client, Consultant shall be free to introduce such client to another possible solution provider including a competitor of Sona. In the event action. (c) The Executive agrees that the provisions payment of any amount of any Without Cause Severance Package, Good Reason Severance Package or Permanent Disability Severance Package is conditioned on the Executive’s compliance with this Section 3.9 and that the Company will have the right to withhold payment if the Executive is in breach of this Section 5 should ever be deemed 3.9. (d) Except as specifically agreed to exceed by the time or geographic limitations or any other limitations permitted by applicable lawsBoard, then such provisions during the Term and thereafter for a period of 12 months after a Discharge For Cause, Executive shall be deemed reformed to bound by the maximum permitted by applicable laws. Consultant specifically acknowledges restrictive covenants set forth in Sections 3.9(a) and agrees that (x3.9(b) the foregoing covenants are an essential element of this Agreement and that, but for the agreement of Consultant to comply with such covenants, Sona would not have entered into this Agreement; (y) the remedy at law for any breach of the foregoing covenants will be inadequate; and (z) Sona, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief in the event Consultant violates any of the terms of this Section 5.