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

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because In consideration of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised salary paid to the Executive by the Company, the Executive agrees that during the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason: (a) The Executive will not approach clients, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the absence of the Executive’s covenants capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and promises set forth in paragraphs 12(a), such persons and/or entities; (b) and the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and (c) the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or in the twelve (12) months preceding such termination. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 10 shall survive the termination of this AgreementAgreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that there will be no adequate remedy at law, and the Company or the applicable member of the Group shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or any applicable member of the Group shall have right to seek all remedies permissible under applicable law.

Non-Competition and Non-Solicitation. Because of (a) The Company shall provide Employee access to the nature of Confidential Information for use only during the Company’s BusinessTerm, and because, as a result of his employment with the Company, the Executive has been Employee acknowledges and will continue to be exposed to Confidential Information, the Executive acknowledges agrees that the Company would sustain grievous harm will be entrusting Employee, in Employee’s unique and special capacity, with developing the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships goodwill of the Company and its affiliatessubsidiaries, and in consideration thereof and in consideration of the access to Confidential Information and as a condition to the Company’s entry into this Agreement and employment of Employee, and Employee’s receipt of equity-based compensation pursuant to the Long-Term Incentive Plan as described in Exhibit A, Employee has voluntarily agreed to the covenants set forth in this Section 4. Therefore, the Executive hereby Employee further agrees and covenants to be bound by acknowledges that the non-competition limitations and non-solicitation restrictions set forth herein belowherein, which including geographical and temporal restrictions the Executive agrees and acknowledges on certain competitive activities, are reasonable in all respects and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and do not impose undue hardship or burdens on to protect the ExecutiveCompany’s and its subsidiaries’ legitimate business interests, including the protection of its Confidential Information and goodwill. a. The Executive (b) Employee agrees that, during his employment with the period that he is employed by the Company or any of its subsidiaries and continuing through the date that is 12 months following the date that Employee is no longer employed by the Company or any of its subsidiaries, Employee shall not, without the prior written approval of the Company, directly or indirectly, for a period himself or on behalf of three or in conjunction with any other person or entity of whatever nature engage in any Prohibited Activity. (3c) years During the Term and at all times following the termination of his Employee’s employment with for whatever reason, Employee shall not (except to the extent required by law) disparage, and shall cause the Employee’s affiliates not to disparage, either orally or in writing, the Company or any of its subsidiaries or affiliates, or any of their directors, officers, managers, agents, representatives, stockholders, investors, partners, members, or employees, or any of their respective businesses, products, services or practices. During the Term and at all times following the termination of Employee’s employment for whatever reason, the Company shall not (except to the extent required by law) disparage, and shall cause the Company’s subsidiaries not to disparage, he either orally or in writing, the Employee. (d) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and his affiliates because of the immediate and irreparable damage that would be caused to the Company for which it would have no other adequate remedy, Employee agrees that the Company and its subsidiaries shall be entitled to enforce the foregoing covenants, in the event of a breach, by injunctions and restraining orders and that such enforcement shall not directly be the Company’s or indirectly own, manage, operate, control, such subsidiary’s exclusive remedy for a breach but instead shall be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada addition to all other rights and the People’s Republic of China, where remedies available to the Company or its affiliates is engaged subsidiaries at law and equity. (e) The covenants in this Section 4, and each provision and portion thereof, are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for event any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company arbitrator or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have determine that the power to modifyscope, any time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictive covenant restrictions be enforced to the fullest extent necessary to render such provision enforceablewhich the arbitrator or court deems reasonable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall thereby be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period providedreformed. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of The Executive acknowledges and agrees that the nature of the Company’s Businessconfidential, proprietary, and becausetrade secret information to which the Executive has, as and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive industry in which the Company competes. The Executive further acknowledges and agrees that, even in complete good faith, it would be impossible for the Executive to work in a result similar capacity for a competitor of his the Company without drawing upon and utilizing information gained during employment with the Company. Accordingly, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on at all times during the Executive. a. The Executive agrees that, during his ’s employment with the Company and for a period of three (3) years following after termination, for any reason, of such employment, the termination Executive will not, directly or indirectly: (a) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of his employment not more than one percent (1%) of the outstanding capital stock of a company) that directly or indirectly competes with the Company, he and his affiliates shall not directly ’s business or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in the business of any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business of its subsidiaries anywhere in the United States, Canada and the People’s Republic of Chinaincluding but not limited to any business or enterprise that develops, where manufactures, markets, or sells any product or service that competes with any product or service developed, manufactured, marketed or sold, or planned to be developed, manufactured, marketed or sold, by the Company or any of its affiliates is engaged in the Business, PROVIDED HOWEVER, that subsidiaries while the Executive shall not be prevented from owning an interest in a publicly traded company so long as was employed by the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with Seller or the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company ; or (b) Either alone or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or enticeassociation with others (i) solicit, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticedfacilitate any organization with which the Executive is associated in soliciting, any employee, consultant or independent contractor employee of the Company or any of its affiliates subsidiaries to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer employ of the Company or any of its affiliatessubsidiaries; (ii) solicit for employment, to terminate hire or adversely modify its relationship engage as an independent contractor, or facilitate any organization with which the Executive is associated in soliciting for employment, hire or engagement as a independent contractor, any person who was employed by the Company or any of its affiliates, or to enter into a relationship with or conduct business with subsidiaries at any time during the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with term of the Executive’s employment with the CompanySeller or the Company or any of their respective subsidiaries (provided, that this clause (ii) shall not apply to any individual whose employment with the Seller, the Company or any of its subsidiaries has been terminated for a period of one year or longer); or (iii) solicit business from or perform services for any customer, supplier, licensee or business relation of the Seller or the Company or any of their respective subsidiaries, induce or attempt to induce, any such entity to cease doing business with the Company or any of its subsidiaries; or in any way interfere with the relationship between any such entity and the Company or any of its subsidiaries. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalidNotwithstanding the foregoing, illegal or unenforceable (nothing contained in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing preclude the periods on Executive from managing or training mixed martial arts fighters or conducting single martial arts style (e.g., kick-boxing or boxing) promotional events even if such activities are arguably competitive with the date business of the applicable court Company or arbitrators’ order and continuing them from that date for the full period providedany of its subsidiaries. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3a) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period term of his Executive's employment with the Company and for a period and, subject to receipt of three the Severance Payment (3as defined below) years by the Executive, until eighteen (18) months following the termination of his employment with the CompanyTermination Date (as defined below), for Executive will not in any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, capacity directly or indirectly recruitengage in, induce, divert, supervise, employ, manage, hire assist others to engage in or enticeown a material interest in any business or activity that is, or cause is preparing to be recruitedbe, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of in competition with the Company with respect to any product or its affiliates service sold or service provided by the Company up to leave the time of termination of employment in any geographical area in which at the time of termination of employment such product or terminate service is sold or is actively engaged in. For the employment or other relationship thereofpurposes of this Agreement, for any reasonthe terms "Severance Payment" and "Termination Date" shall have the meanings assigned to them in the Change in Control Agreement (as defined in Section 6 below). c. The (b) Executive further agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companystated above, he he/she will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, not directly or indirectly appropriate, call on, inducereveal the name of, divert or otherwise solicit, accept business from or assist another attempt to appropriate, call on, induce, divert or solicit any actual or potential business or customer entice away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or identified potential business or customer of the Company Company, nor will he/she assist others in doing so. Executive further agrees that he/she will not, during the period stated above, encourage or its affiliates, to terminate solicit any other employee or adversely modify its relationship with consultant of the Company or its affiliatesto leave such employment for any reason, or nor will he/she assist others to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Companydo so. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) Executive acknowledges that the covenants in this Section 1 are necessary and reasonable to protect the Company in the conduct of this Agreement is held to be invalidits business and that compliance with such covenants will not prevent him/her from pursuing his/her livelihood. However, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, should any court find that any provision of such invaliditycovenants is unreasonable, illegality invalid or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violationunenforceable, whether by a temporary restraining orderin period of time, injunction geographical area, or otherwise, then in that event the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement parties hereby agree that such covenants shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order interpreted and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised enforced to the Executive by maximum extent which the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementcourt deems reasonable.

Non-Competition and Non-Solicitation. Because In consideration of the nature Employment, the Executive agrees that during the term of the CompanyEmployment and for a period of year(s) following the termination of the Employment for whatever reason: (a) The Executive will not approach suppliers, clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Business, and because, capacity as a result representative of his employment the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company, the Executive has been will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, any Competitor; and (c) unless expressly consented to by the Company, the Executive will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. In consideration of the foregoing, the Company shall pay, through its designated subsidiary or affiliated entity, compensation to the Executive in an aggregate amount equal to % of the Executive’s annual base salary for the last year prior to the termination of the Employment, in equal installments on a monthly basis after the termination of the Employment. The provisions contained in this Section 11 are considered reasonable by the Executive and will continue the Company. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 11 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 11, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good there will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest no adequate remedy at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceablelaw, and the remaining restrictive covenant Company shall not be affected thereby. e. entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseevent, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive Company shall have the right to request a waiver of seek all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingremedies permissible under applicable law. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because Executive acknowledges and agrees that during his employment with the Corporation and the Bank, Executive will be introduced to and otherwise have contact with the Bank’s customers, vendors, suppliers and referral sources. Executive acknowledges and agrees that the Bank’s goodwill, as reflected in its relationship with its customers, vendors, suppliers and referral sources, is of tremendous value to the Bank, and that the Bank is allowing Executive access to these customers, vendors, suppliers and referral sources for the single and sole purpose of furthering the Bank’s business relationship with them. Additionally, Executive’s access to the Corporation’s and the Bank’s Trade Secrets make it highly likely that such information would be of use to a competitor of the nature Bank should Executive work for such a competitor. Because the Bank would be unable to assure compliance with nondisclosure requirements, the parties hereto agree to the restrictions set forth in this Section. Finally, Executive acknowledges that he will be provided specialized training and develop unique skills by the Bank, all of which would be of significant value to a competitor. Accordingly, in addition to any other limitation imposed by law and/or this Agreement, Executive agrees as follows: (i) During the Company’s Business, and because, as a result course of his employment with the CompanyCorporation and the Bank, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three twelve (312) years months following the termination of his Executive’s employment with the CompanyCorporation and the Bank for any reason (whether such termination is voluntary or involuntary), he Executive will not, except in furtherance of his duties as an employee of the Corporation and the Bank, either on his affiliates shall not own behalf or on behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, stockholder, partner, officer, member, director, sole proprietor, or otherwise, contact or solicit (either directly or indirectly ownindirectly) any of the Bank’s customers, managevendors, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada suppliers and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000referral sources. b. The Executive agrees that during (ii) During the period course of his Executive’s employment with the Company Corporation and the Bank, and for a period of three twelve (312) years months following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If Corporation and the Bank for any reason (whether such termination is voluntary or involuntary), Executive will not, except in furtherance of his duties as an employee of the Corporation and the Bank, either on his own behalf or on behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, employee, stockholder, partner, officer, member, director, sole proprietor, or otherwise, engage in business with or otherwise provide (either directly or indirectly) services to any of the restrictive covenants set forth in paragraphs 12(aBank’s customers, suppliers, vendors and referral sources that are the same or similar to any services provided by the Bank. (iii) For a period of twelve (12) months following the termination of Executive’s employment with the Corporation and the Bank for any reason (whether such termination is voluntary or involuntary), Executive will not, either on Executive’s own behalf or on behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, employee, stockholder, partner, officer, member, director, sole proprietor or otherwise (bexcept as an investor owning less than 5% of the stock of a publicly owned company), compete (either directly or indirectly) with the Bank, the Corporation or any of their respective subsidiaries or affiliates, or otherwise engage in lending, banking or financial services within a thirty (30) mile radius of any branch banking office of the Bank. (iv) For a period of twelve (12) months following the termination of Executive’s employment with the Corporation and the Bank for any reason (cwhether such termination is voluntary or involuntary), Executive will not provide financial or other assistance to any person, entity, firm, or corporation engaged the banking, lending, financial services or insurance business. (v) of Executive acknowledges specifically that he has been provided adequate and reasonable consideration for the promises made by him within this Agreement is held Section and further specifically agrees that he intends to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebylegally bound by these restrictions. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because In consideration of the nature salary and benefits paid to the Executive by the Company and the Group, the Executive agrees that during the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason: (a) The Executive will not approach clients, investors, customers or contacts of the Company or the Group, users of the Company’s Businessor the Group’s services, and because, or other persons or entities introduced to the Executive in the Executive’s capacity as a result representative of his the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with the Companyor provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and (c) the Executive has been will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or in the twelve (12) months preceding such termination. The provisions contained in Section 10 are considered reasonable by the Executive in order to protect the legitimate business interests of the Company and will continue the Group. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Informationthere will be no adequate remedy at law, engage in business activities that compete with the Business, appropriate or divert business or customers of and the Company or its affiliates the applicable member of the Group shall be entitled to injunctive relief and/or induce employees or consultants of a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or its affiliates to leave the employment applicable member of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction Group shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of seek all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingremedies permissible under applicable law. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because The Executive hereby covenants and agrees that during the Executive’s employment and for a period of two (2) years following the termination of the nature of Executive’s employment by either the Company’s BusinessCompany or the Executive for any reason, and because, as a result of the Executive shall not (i) perform services which are substantially similar and/or equivalent to the services being performed by the Executive during his employment with the Company, individually or on behalf of any person, firm, partnership, association, business organization, corporation or entity (each, a “Competing Entity”) which competes with the Company, either directly or indirectly, in the multi-family residential real estate sector; (ii) directly or indirectly solicit any customer or client of the Company (other than on behalf of the Company) with respect to the business described in subsection (i) hereof; or (iii) directly or indirectly induce or encourage any employee of the Company or affiliated entities to leave the employ of the Company or affiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has been carefully read and will continue to be exposed to Confidential Informationconsidered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 10.1, including without limitation the time period of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would sustain grievous harm in not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that he were any provision of this Section 10.1 relating to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Thereforetime period, the Executive hereby agrees and covenants to be bound by area of restriction, the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period scope of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through activity and/or related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant aspects shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall have the power to modify, any be reformed by such restrictive covenant court by limit or reducing it to the minimum extent necessary so as to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised remain enforceable to the Executive fullest extent deemed reasonable by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementsuch court.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on During the Executive. a. The Executive agrees that, during his 's employment with the Company and for a period of three twenty four (324) years months following the termination Executive's Date of his employment Termination (or, in the case of any resignation by the Executive following receipt of a Notice of Non-Renewal, for a period of only twelve (12) months following the Executive's Date of Termination), the Executive shall not, for himself or herself or on behalf of or in conjunction with any other person, persons, company, firm, partnership, corporation, business, group or other entity (each, a "Person"), work in the principal line of business engaged in, or planned to be engaged in, by the Company at the Date of Termination within any state where the Company is doing business or has plans for commencing business as of the Date of Termination. The Executive's passive ownership of less than five percent (5%) of the securities of a public company shall not be treated as an action in competition with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The (a) Executive hereby acknowledges and agrees that during the period of his employment with the Company places him in a position of trust and confidence with respect to the business operations, customers, prospects and personnel of the Company. He agrees that, due to his position and knowledge, his engaging in any business that competes in the principal line of business as the Company will cause the Company significant and irreparable harm. (b) In consideration of the compensation and benefits extended to him under this Agreement, Executive agrees that, during the term of Executive's employment by the Company and for twenty four (24) months following the Date of Termination (or, in the case of any resignation by the Executive following receipt of a Notice of Non-Renewal, for a period of three only twelve (312) years months following the termination Executive's Date of his employment with Termination), the CompanyExecutive shall not, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Businessreason whatsoever, directly or indirectly recruitindirectly, induce, divert, supervise, employ, manage, for himself or herself or on behalf of or in conjunction with any other Person with whom the Executive works or is affiliated: (i) solicit and/or hire or enticeany Person who is on the Date of Termination, or cause has been within six (6) months prior to be recruitedthe Date of Termination, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor an employee of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason.affiliates; c. The Executive agrees that during the period of his employment with the Company and for a period of three (3ii) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any Person who is, at the Date of Termination, or has been within six (6) months prior to the Date of Termination, an actual customer, client, business partner, or potential a prospective customer, client, business partner (i.e., a customer, client or customer business partner who is party to a written proposal (including, with respect to the Company's borrowers, a mortgage loan application) or letter of intent with the Company, in each case written less than six (6) months prior to the Date of Termination) of the Company Company, for the purpose or its affiliates, to terminate or adversely modify its relationship with the Company intent of (A) inducing or its affiliates, or attempting to enter into a relationship with or conduct induce such Person to cease doing business with the Company or its affiliates, which actual (B) enticing or potential attempting to entice such Person to do business with Executive or customer any affiliate of Executive, or (C) in any way interfering with the Executive was involved with relationship between such Person and the Company or had a relationship with its affiliates; or (iii) solicit, induce or whose identity became known attempt to induce any Person who is or that is, at the time of the Date of Termination, or has been within six (6) months prior to the Executive in connection Date of Termination, a supplier, licensee or consultant of, or provider of goods or services to the Company or its affiliates, for the purpose or with the Executive’s employment intent of (A) inducing or attempting to induce such Person to cease doing business with the CompanyCompany or its affiliates or (B) in any way interfering with the relationship between such Person and the Company or its affiliates. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants in this Section 10, in addition to and not in limitation of any other rights, remedies or damages available to the Company at law, in equity or under this Agreement, shall be enforced by the Company in the event of the breach or threatened breach by Executive, by injunctions and/or restraining orders. (d) It is agreed by the parties that the covenants contained in this Section 10 impose a fair and reasonable restraint on Executive in light of the activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company; but it is held to also the intent of the Company and Executive that such covenants be invalidconstrued and enforced in accordance with the changing activities, illegal or unenforceable business and locations of the Company and its affiliates throughout the term of these covenants. Executive also acknowledges that this restraint will not prevent him from earning a living in his chosen field of work. (e) The covenants in whole or in part)this Section 10 are severable and separate, such restrictive and the unenforceability of any specific covenant shall be deemed modified to not affect the extentprovisions of any other covenant. Moreover, but only to in the extent, of such invalidity, illegality or unenforceability, and a event any court of competent jurisdiction shall have determine that the power to modifyscope, any time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictive covenant restrictions be enforced to the fullest extent necessary to render that such provision enforceablecourt deems reasonable, and the remaining restrictive covenant Agreement shall not thereby be affected therebyreformed to reflect the same. e. In (f) All of the event of a violation covenants in this Section 10 shall be construed as an agreement independent of any of the restrictive covenants set forth other provision in paragraphs 12(a), (b) and (c) of this Agreement, if and the existence of any claim or cause of action of Executive is prevented by a court or arbitrator from committing any further violation, against the Company whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the duration of the period during which the agreements and covenants of Executive made in this Section 10 shall be effective shall be computed by commencing the periods on the date excluding from such computation any time during which Executive is in violation of any provision of this Section 10. (g) Notwithstanding any of the foregoing, if any applicable court law, judicial ruling or arbitrators’ order and continuing them from that date for shall reduce the full time period provided. f. The during which Executive shall have the right to request a waiver of all or part of the restrictive covenants contained be prohibited from engaging in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits any competitive activity described in paragraphs 5Section 10 hereof, 6 and 7 would not have been promised the period of time for which Executive shall be prohibited pursuant to Section 10 hereof shall be the Executive maximum time permitted by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementlaw.

Non-Competition and Non-Solicitation. Because of While the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound Employee is employed by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three twelve (312) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years following prior to the termination end of his Employee’s employment with the Company, he and his affiliates shall not directly (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or indirectly ownproducts being provided or which are being produced or developed by the Company, manageor were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, operate, control, be or (iii) become employed by, consult for, be a shareholder of, be by such an officer of, participate in, contract with or be connected entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any manner class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any person of the foregoing capacities for any competing entity operating or entity whose conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly indirectly, solicit the business of, or do business with: (whether through related personsi) any customer that Employee approached, entities solicited or otherwiseaccepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) compete year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Business anywhere Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the United States, Canada and the People’s Republic of China, where the Company or its affiliates future. While Employee is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with employed by the Company and for a period of three twelve (312) years following months after the date of Employee’s termination of his employment with the Company, Company for any reason, he will notEmployee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, within or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the United States, Canada and the People’s Republic employ of China, where or engagement by the Company or its affiliates is engaged in the Businesssuccessors, directly assigns or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with violate the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment terms of their contracts with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because Executive acknowledges and agrees that during his employment with the Corporation and the Bank, Executive will be introduced to and otherwise have contact with the Bank’s customers, vendors, suppliers and referral sources. Executive acknowledges and agrees that the Bank’s goodwill, as reflected in its relationship with its customers, vendors, suppliers and referral sources, is of tremendous value to the Bank, and that the Bank is allowing Executive access to these customers, vendors, suppliers and referral sources for the single and sole purpose of furthering the Bank’s business relationship with them. Additionally, Executive’s access to the Corporation’s and the Bank’s Trade Secrets make it highly likely that such information would be of use to a competitor of the nature Bank should Executive work for such a competitor. Because the Bank would be unable to assure compliance with nondisclosure requirements, the parties hereto agree to the restrictions set forth in this Section. Finally, Executive acknowledges that he will be provided specialized training and develop unique skills by the Bank, all of which would be of significant value to a competitor. Accordingly, in addition to any other limitation imposed by law and/or this Agreement, Executive agrees as follows: (i) During the Company’s Business, and because, as a result course of his employment with the CompanyCorporation and the Bank, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three twenty-four (324) years months following the termination of his Executive’s employment with the CompanyCorporation and the Bank for any reason (whether such termination is voluntary or involuntary), he Executive will not, except in furtherance of his duties as an employee of the Corporation and the Bank, either on his affiliates shall not own behalf or on behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, stockholder, partner, officer, member, director, sole proprietor, or otherwise, contact or solicit (either directly or indirectly ownindirectly) any of the Bank’s customers, managevendors, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada suppliers and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000referral sources. b. The Executive agrees that during (ii) During the period course of his Executive’s employment with the Company Corporation and the Bank, and for a period of three twenty-four (324) years months following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If Corporation and the Bank for any reason (whether such termination is voluntary or involuntary), Executive will not, except in furtherance of his duties as an employee of the Corporation and the Bank, either on his own behalf or on behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, employee, stockholder, partner, officer, member, director, sole proprietor, or otherwise, engage in business with or otherwise provide (either directly or indirectly) services to any of the restrictive covenants set forth in paragraphs 12(aBank’s customers, suppliers, vendors and referral sources that are the same or similar to any services provided by the Bank. (iii) For a period of twenty-four (24) months following the termination of Executive’s employment with the Corporation and the Bank for any reason (whether such termination is voluntary or involuntary), Executive will not, either on Executive’s own behalf or on behalf of any other person, entity, firm, or corporation, whether as a principal, agent, executive, employee, stockholder, partner, officer, member, director, sole proprietor or otherwise (bexcept as an investor owning less than 5% of the stock of a publicly owned company), compete (either directly or indirectly) with the Bank, the Corporation or any of their respective subsidiaries or affiliates, or otherwise engage in lending, banking or financial services within a fifty (50) mile radius of any branch banking office of the Bank. (iv) For a period of twenty-four (24) months following the termination of Executive’s employment with the Corporation and the Bank for any reason (cwhether such termination is voluntary or involuntary), Executive will not provide financial or other assistance to any person, entity, firm, or corporation engaged the banking, lending, financial services or insurance business. (v) of Executive acknowledges specifically that he has been provided adequate and reasonable consideration for the promises made by him within this Agreement is held Section and further specifically agrees that he intends to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebylegally bound by these restrictions. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, Non-Competition and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that Payments for Enforcement by the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. during Standstill Period 9.1 The Executive acknowledges that the Company has Executive’s Services under this Agreement are of special, unique and extraordinary character which give the Executive value to the Company; the loss of which cannot adequately be compensated in damages or by an action at law. In addition to, and not in limitation of any other restrictive covenant which may be binding on the Executive, the Executive shall not anywhere in North America and Europe, for a legitimate period of one year after the termination of this Agreement (the “Standstill Period” herein) for any reason in any manner whatsoever: (a) carry on, engage in, or be concerned with or interested in; or (b) permit the Executive’s name or any part thereof to in any manner whatsoever to be used or connected with any business that is, or any interest in protecting itself from any business that is; similar to or competitive with the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships business of the Company and or any of its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executivesubsidiaries. a. 9.2 The Executive agrees that, during his employment with : (a) all restrictions contained in section 9.1 herein are reasonable and valid in the circumstances and all defences to the strict enforcement thereof by the Company are hereby waived by the Executive; (b) the remedy available to the Company at law for any breach by him of section 9.1 herein will be inadequate and for a period of three (3) years following the termination of his employment with that the Company, he on any application to a Court, shall be entitled to temporary and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that permanent injunctive relief against the Executive shall not be prevented from owning an interest in a publicly traded company so long as without the fair market value necessity of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with proving actual damage to the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason.; and c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement if the foregoing covenant is held found to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified unreasonable to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and any extent by a court of competent jurisdiction shall have adjudicating upon the power to modifyvalidity of the covenant, any such restrictive covenant whether as to the extent necessary scope of the restriction, the area of the restriction or the duration of the restriction, then such restriction shall be reduced to render that which is in fact declared reasonable by such provision enforceablecourt, or a subsequent court of competent jurisdiction, requested to make such a declaration. 9.3 Should this Agreement be terminated for any reason (in such instance on the “Effective Date of Termination” herein) and should the Executive, during the one year Standstill Period from the Effective Date of Termination, secure a bona fide employment or consulting position outside of the Company (which the Executive evidences in writing to the Company; the “Other Position”) which may in any manner infringe the restrictions contained in section 9.1 herein, and should the remaining restrictive covenant shall Company, acting reasonably, not be affected thereby.release the Executive from the restrictions contained in sections 9.1 and 9.2 herein in taking such Other Position, then, during the Standstill Period, and in order to compensate the Executive for not being in a position to accept the Other Position, the Company will, during the Standstill Period: e. In (a) continue to pay the event of a violation of any of Executive the restrictive covenants set forth in paragraphs 12(a), Executive’s then Base Salary; and (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right continue to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of maintain the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementthen Group Benefits.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s 's Business, and because, as a result of his their employment with the Company, the Executive has and other present and former employees of the Company have been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he or the Company's other present and former employees were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliatesCompany, all of which would violate recognized employee obligations. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and Company's customer relationships of the Company and its affiliatesrelationships. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowhereinbelow, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities that directly or indirectly (whether through related persons, entities companies or otherwise) compete competes with the Business Company anywhere in the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVERprovided however, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than One Hundred Thousand United States Dollars (US$100,000100,000.00) and noxx xx xxx Xxxxxxxxx xx xxx xxxxxxxtes will directly or indirectly (whether through related companies or otherwise) compete with the Company anywhere in the United States and the People's Republic of China where the Company is engaged in the Business. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, reason he will notnot directly or indirectly supervise, within manage, hire, cause to be hired or otherwise induce any employee of the United States, Canada and Company to leave the People’s Republic employment of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or to terminate its affiliates to leave or terminate relationship with the employment or other relationship thereofCompany, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, not directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, appropriate or divert or solicit any actual or potential business or customer away from the Company or its affiliatesCompany, or attempt to do any of the foregoing, foregoing or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliatesCompany, to terminate or adversely modify its relationship with the Company or its affiliates, or any potential customer to not enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ ' order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a10(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a10(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 5 and 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s 's covenants and promises set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of a. The Executive agrees and acknowledges that the nature of Confidential Information that the Company’s Business, Executive has already received and because, as a result of his employment with will receive are valuable to the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees its clients or consultants of the Company or customers, and that its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has protection and maintenance constitutes a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and Company, its affiliates. Therefore, the Executive hereby agrees and covenants affiliates and/or its clients or customers to be bound protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-solicitation competition restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States (“the Geographic Boundary”), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. a. b. The Executive hereby agrees thatand covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during his the Executive’s employment with the Company and for a period of three (3) years one year following after the termination of his this Agreement or of the Executive’s employment with the CompanyCompany for any reason, he and his affiliates shall not directly or indirectly in the Geographic Boundary: (i) Engage, own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with the ownership, management, operation or control of any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete in competition with the “Business anywhere in of the United States, Canada Company.” The “Business of the Company” is defined as making federal and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000alternative loans to US students. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3ii) years following the termination of his employment with the CompanyRecruit, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruithire, induce, divertcontact, supervise, employ, manage, hire divert or enticesolicit, or cause attempt to be recruitedrecruit, inducedhire, divertedinduce, supervisedcontact, employed, managed, hired divert or enticedsolicit, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company whether or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, not any such restrictive covenant employee, consultant or independent contractor is party to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebyan employment agreement. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because In consideration of the nature salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of two (2) years following the termination of the Employment for whatever reason: (a) The Executive will not solicit, canvass or approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) The Executive will not solicit, canvass or approach, or endeavor to solicit, canvass or approach any person who has business communication with the Company or its affiliates to terminate such communication, or who has negotiation with the Company or its affiliates on business cooperation to terminate such negotiation; (c) The Executive will not solicit, canvass or persuade or endeavor to solicit, canvass or persuade in any way, or intend to or actually disturb the Company’s Business, and because, as a result of his employment with business in any way or endeavor to do the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges foresaid activities in order that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate (i) any current client or divert business or customers supplier of the Company or its affiliates and/or induce employees becomes a client or consultants supplier of an entity or individual competing with the Company or any of its affiliates; or (ii) any current client or supplier of the Company or its affiliates to leave terminates the employment of cooperation with the Company or its affiliates; and (d) The Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination; The provisions contained in Section 9 are considered reasonable by the Executive and the Company. The In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Company has shall be entitled to injunctive relief and/or a legitimate business interest in protecting itself from the aforementioned harm decree for specific performance, and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of such other relief as may be proper (including monetary damages if appropriate). In any event, the Company and its affiliatesshall have right to seek all remedies permissible under applicable law. Therefore, the Executive hereby agrees and covenants The parties may enter into separate agreements to be bound by the address non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees affairs. Should any conflicts exist between this section 9 and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part)agreements, such restrictive covenant separate agreements shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebyprevail. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because a. From the date hereof through the Term or, in the event Executive’s employment is terminated, from the date hereof through the first anniversary of the nature Executive’s termination of the Company’s Business, and because, as a result of his employment with the Company, Executive agrees that, without the Executive has been and prior written consent of the Board of Directors, he will continue to be exposed to Confidential Informationnot (i) engage in or have any direct interest in, the Executive acknowledges that as an employee, officer, director, agent, subcontractor, consultant, security holder, partner, creditor or otherwise, any business in competition with the Company would sustain grievous harm in other than as a 10% or less equity stakeholder; (ii) cause or attempt to cause any person who is, or was at any time during the event that he were to disclose Confidential Informationsix months immediately preceding the termination of Executive, engage in business activities that compete with the Business, appropriate or divert business or customers an employee of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company Company; or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3iii) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, inducesolicit, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliatestake away, or attempt to do take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of the foregoingCompany. b. For purposes of this Section 7, or otherwise induce or attempt a business will be deemed to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship be in competition with the Company or its affiliates, or if it is in the business of providing services to enter into a relationship with or conduct business with oil and/or gas production companies similar to those provided by the Company or its affiliates, in the states in which actual or potential business or customer the Company operates at the time of Executive’s termination. c. Executive was involved with or had a relationship with or whose identity became known to acknowledges that this Section 7 survives the Executive in connection with the termination of Executive’s employment with and is enforceable by the Company at any time, regardless of whether the Executive continues to be employed by the Company. d. If any of Executive and the restrictive covenants set forth in paragraphs 12(a), (b) Company agree that this covenant not to compete is a reasonable covenant under the circumstances with respect to both scope and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceabilityduration, and a further agree that if in the opinion of any court of competent jurisdiction shall such restraint is not reasonable in any respect, such court will have the right, power and authority to modify, any excise or modify such restrictive provision or provisions of this covenant as to the extent necessary court will appear not reasonable and to render such provision enforceable, and enforce the remaining restrictive remainder of the covenant shall not be affected therebyas so amended. e. In the event of a violation of Executive agrees that any breach of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a)this Section 7 would irreparably injure the Company. Accordingly, (b) and (c) Executive agrees that the Company may, in addition to pursuing any other remedies it may have in equity, obtain an injunction against Executive from any court having jurisdiction over the matter restraining any further violation of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) Executive and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive cease making any payments otherwise required by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because 7.1 Employee agrees that he will not: (i) anywhere within the United States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the nature common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s Businesstermination or has notified the Employee that it proposes to conduct and for which the Company has, and becauseprior to the time of such termination, as a result expended substantial resources (the “Designated Industry”), (ii) divert to any competitor of his employment the Company any customer of the Company, or (iii) solicit any employee, contributor or faculty member of the Company to change its relationship with the Company, or hire or offer employment to any person to whom the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that Employee actually knows the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby offered employment. 7.2 Employee agrees and covenants to be bound by the non-competition provisions of this Section 7 in consideration for the Company’s employment of Employee, payment of the compensation and non-solicitation restrictions benefits provided under Section 3 and Section 4 above and the covenants and agreements set forth herein below, which restrictions herein. The provisions of this Section 7 shall apply during the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his term of Employee’s employment with the Company and for a period of three one (31) years year following the termination of his employment with the CompanyEmployee’s employment; provided, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVERhowever, that the Executive provisions of this Section 7 shall not be prevented from owning an interest cease to apply immediately upon any “change in a publicly traded company so long control” as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged defined in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) Section 3 of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event that the Company terminates Employee’s employment for any reason or for no reason whatsoever. The parties agree that the provisions of a violation of this Section 7 shall survive any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) termination of this Agreement, if Employee will continue to be bound by the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) provisions of this Agreement Section 7 until their expiration and Employee shall not be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them entitled to any compensation from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, respect thereto except as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of provided under this Agreement. 7.3 Employee acknowledges that the provisions of this Section 7 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 7 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 7 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Employee agrees that this Section 7 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

Non-Competition and Non-Solicitation. Because of the nature of In order to protect the Company’s Businessproprietary information and good will, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on during the Executive. a. The Executive agrees that, during his ’s employment with the Company and for a period of three twelve (312) years months following (i) the delivery of a Notice of Termination, in the case of an Involuntary Departure or (ii) the termination of his the Executive’s employment for any other reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of CAS9 technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly, in any manner, other than for the benefit of the Company (i) divert or take away customers of the Company or any of its suppliers; and/or (ii) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason (other than the termination of subordinate employees undertaken in the course of my employment with the Company, he ). The Executive acknowledges and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, agrees that if the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do violates any of the foregoingprovisions of this paragraph 7(b), or otherwise induce or attempt to induce any actual or potential business or customer the running of the Company or its affiliates, to terminate or adversely modify its relationship with Restricted Period will be extended by the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, time during which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive engages in connection with the Executive’s employment with the Companysuch violation(s). d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of a. The Executive agrees and acknowledges that the nature of Confidential Information that the Company’s Business, Executive has already received and because, as a result of his employment with will receive are valuable to the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees its clients or consultants of the Company or customers, and that its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has protection and maintenance constitutes a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and Company, its affiliates. Therefore, the Executive hereby agrees and covenants affiliates and/or its clients or customers to be bound protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-solicitation competition restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the United States ("the Geographic Boundary"), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. a. b. The Executive hereby agrees thatand covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during his the Executive's employment with the Company and for a period of three (3) years one year following after the termination of his this Agreement or of the Executive's employment with the CompanyCompany for any reason, he and his affiliates shall not directly or indirectly in the Geographic Boundary: (i) Engage, own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with the ownership, management, operation or control of any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete in competition with the "Business anywhere of the Company." The "Business of the Company" is defined as providing financing to students in the United States to defray the cost of higher education (college, post-college graduate school and post-college professional school) in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because For a period commencing on the date of your acceptance of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period ending on the 1 year anniversary of three (3) years following the termination last day on which you receive any payment from the Company or any of his employment with its affiliates, without the prior written consent of the Company, he and his affiliates you shall not not, directly or indirectly ownindirectly, manageas a principal, operatemanager, controlagent, be employed byconsultant, consult forofficer, be a shareholder ofdirector, be an officer ofstockholder, participate inpartner, contract with member, investor, lender or be connected employee or in any capacity other capacity, solicit or hire any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic employees of China, where the Company or and/or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in affiliates. For a publicly traded company so long as the fair market value of such interest at period commencing on the date of acquisition is less than US$100,000. b. The Executive agrees that during your acceptance of the period of his employment with the Company and for a period of three (3) years following ending on the termination of his employment with the Company, for last day on which you receive any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away payment from the Company or any of its affiliates, or attempt to do any of without the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer prior written consent of the Company you shall not, directly or its affiliatesindirectly, to terminate as a principal, manager, agent, consultant, officer, director, stockholder, partner, member, investor, lender or adversely modify its relationship employee or in any other capacity carry on, be engaged in or have any financial interest in any business which is in material competition with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with of the Company. d. If any of . You agree that the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement foregoing covenant not to compete is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive a reasonable covenant shall be deemed modified to under the extent, but only to the extent, of such invalidity, illegality or unenforceabilitycircumstances, and a further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to modify, any excise or modify such restrictive provision or provisions of such covenant as to the extent necessary court shall appear not reasonable and to render such provision enforceable, and enforce the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any remainder of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented covenant as so amended. You also agree that any breach by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date you of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a)the provision would irreparably injure the company. Accordingly, (b) and (c) the company may, in addition to pursuing any other remedies they may have in law or in equity, obtain an injunction against you restraining any violation of this Agreement covenant. You will be allowed to serve on the Board of Directors or as an Advisor, of any non-competing business and with the written consent of the Chief Executive Officer, while employed by providing the Company with a written request for such a waiver that contains all relevant detailsunder this Letter Agreement. The Company may, agrees to indemnify the executive to the fullest extent permitted by law consistent with the company’s bylaws in its sole discretion, waive all or part effect as of the restrictive covenants contained in paragraphs 12(a)date hereof with respect to any acts or non-action they may have committed during the period during which they were an officer, (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence director and/or employee of the Executive’s covenants and promises set forth in paragraphs 12(a)company or any subsidiary thereof, (b) and (c) or of this Agreementany other entity of which they served as an officer, director or employee at the request of the company.

Non-Competition and Non-Solicitation. Because In consideration of the nature of salary paid to the Company’s Business, Executive by the Company and because, as a result of his employment with the Companysubject to applicable law, the Executive has been agrees that during the term of the Employment and for a period of two (2) year following the termination of the Employment for whatever reason: (a) The Executive will continue not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) The Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and (c) The Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed during the two (2) year period prior to the date of such termination; The provisions contained in Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective; This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Company would sustain grievous harm shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law; (d) The Executive will not be employed by or otherwise serve (including but not limited to as a director of the board, a founder or co-founder) in any other entities in the event that he were to disclose Confidential Informationindustry or business of logistic transmission system or warehouse AGV; (e) The Executive will not solicit for himself or any other person or entity other than the Company the business of any person or entity which is a customer or client of the Company, engage in business activities that compete with the Business, appropriate or divert business was a customer or customers client of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates within one (1) year prior to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.employment

Non-Competition and Non-Solicitation. Because In consideration of the nature salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of two (2) year following the termination of the Employment for whatever reason: (a) The Executive will not solicit, canvass or approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (b) The Executive will not solicit, canvass or approach, or endeavor to solicit, canvass or approach any person who has business communication with the Company or its Affiliates to terminate such communication, or who has negotiation with the Company or its Affiliate on business cooperation to terminate such negotiation; (c) The Executive will not solicit, canvass or persuade or endeavor to solicit, canvass or persuade in any way, or intend to or actually disturb the Company’s Business, and because, as business in any way or endeavor to do the foresaid activities in order that (i) any current client or supplier of the Company or its Affiliates becomes a result client or supplier of his employment an entity or individual competing with the CompanyCompany or any of its Affiliate; or (ii) any current client or supplier of the Company or its Affiliate terminates the cooperation with the Company or its Affiliate; and (d) The Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination; The provisions contained in Section 9 are considered reasonable by the Executive has been and will continue the Company. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that there will be no adequate remedy at law, and the Company would sustain grievous harm in the event that he were shall be entitled to disclose Confidential Informationinjunctive relief and/or a decree for specific performance, engage in business activities that compete with the Businessand such other relief as may be proper (including monetary damages if appropriate). In any event, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates shall have right to leave the employment of the Company or its affiliatesseek all remedies permissible under applicable law. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants parties may enter into separate agreements to be bound by the address non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees affairs. Should any conflicts exist between this section 9 and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part)agreements, such restrictive covenant separate agreements shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebyprevail. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) In consideration of the nature base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the CompanyEmployment and for a period of one year following the termination of the Employment for whatever reason: (i) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Business, and because, capacity as a result representative of his employment the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) unless expressly consented to by the Company, the Executive has been will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. (b) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the Employment and for a period of one year thereafter (except in the event of a Termination by the Company without cause pursuant to Section 7(b) or in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c)), following the termination of the Employment for whatever reason, unless expressly consented to by the Company, the Executive will continue not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. (c) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that in the event of a Termination by the Company without cause pursuant to Section 7(b) or in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c), then during the term of the Employment and for the period of the duration of the severance pay described in Section 7(e)(1) or Section 7(e)(2), as appropriate, unless expressly consented to by the Company, the Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. The provisions contained in this Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good there will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest no adequate remedy at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceablelaw, and the remaining restrictive covenant Company shall not be affected thereby. e. entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseevent, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive Company shall have the right to request a waiver of seek any and all remedies permissible at law or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingequity. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges that during the course of Employee's employment Employee will receive confidential and proprietary information from and concerning the nature Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company's goodwill and in Employee's professional development. The capital expended to develop this goodwill directly benefits Employee and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company has conferred and will confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Company's detriment. Employee shall sign a separate non-competition agreement which shall include appropriate covenants related to the Company’s Businessownership of any innovations, designs, or intellectual property that Employee may develop or contribute to during Employee’s tenure with the Company. (b) Employee agrees that, except for services and becauseduties performed for or on behalf of the Company according to this Agreement, as a result Employee will not, during the period of his Employee's employment with the Company, and for a period (the Executive has been and will continue to be exposed to Confidential Information"Restricted Period") of one (1) years immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the Executive acknowledges that business of the Company would sustain grievous harm or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or which customers of the Company have access to the world wide web (the "Territory"); (ii) solicit any person who is, at that time, or its affiliates and/or induce employees who has been within one (1) year prior to that time, an employee of the Company for the purpose or consultants with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (1) year prior to that time, a customer, including, but not limited to, any live shopping service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with those aspects of the business of the Company or its affiliates to leave the employment any subsidiary of the Company with which Employee has had any involvement, within the Territory; (iv) solicit any prospective acquisition candidate, on Employee's own behalf or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance on behalf of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowany competitor or potential competitor, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees thatcandidate was, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Companyto Employee's knowledge, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where either called upon by the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with for which the Company and for a period of three (3) years following the termination of his employment with the Companymade an acquisition analysis, for any reasonthe purpose of acquiring such entity. Notwithstanding the above, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive foregoing covenant shall not be affected therebydeemed to prohibit Employee from acquiring as an investment not more than five percent (5%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. e. (c) In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which they would have no other adequate remedy, Employee agrees that in the event of a violation of any breach by Employee of the restrictive covenants set forth in paragraphs 12(a)foregoing covenant, (b) and (c) the Company shall be entitled to specific performance of this Agreement, if provision and co-injunctive and other equitable relief. (d) It is agreed by the Executive is prevented by parties that the foregoing covenants in this paragraph 4 impose a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, reasonable restraint on Employee in light of the time periods set forth in paragraphs 12(a), (b) activities and (c) business of this Agreement shall be computed by commencing the periods Company on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) execution of this Agreement by providing and the current plans of the Company and Employee that such covenants be construed and enforced in accordance with a written request for such a waiver that contains all relevant details. The Company maythe changing activities, in its sole discretion, waive all or part business and locations of the restrictive Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants contained in paragraphs 12(a)this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, (b) and (c) the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. Further, this paragraph 4 shall survive the termination of this Agreement on and the termination of Employee's employment with the Company. It is specifically agreed that the period of one (1) year following termination of employment stated at the beginning of this paragraph 4, during which the agreements and covenants of Employee made in this paragraph 4 shall be effective, shall be computed by excluding from such terms and conditionscomputation any time during which Employee is in violation of any provision of this paragraph 4, and that such period shall terminate upon Company’s failure to such extent, as it, in pay its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised obligation pursuant to the Executive by the Company, in the absence Section 5 below (which obligations shall remain payable regardless of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) termination of this Agreementparagraph 4).

Non-Competition and Non-Solicitation. Because of (a) During the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company Term and for a period of three (3) years twelve months immediately following the termination of his employment this Agreement for any reason, Executive will not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature establish, enter into, be employed by or for, advise, consult with or become a part of, any company, partnership, corporation or other business entity or venture, or in any way engage in business for himself or for others, in competition with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during (b) During the period of his employment with the Company Term and for a period of three (3) years twenty-four months immediately following the termination of his employment with the Company, this Agreement for any reason, he Executive will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereofindirectly, for himself or on behalf of or in conjunction with any reason. c. The Executive agrees that during the period other person, persons, company, partnership, corporation or business of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companywhatever nature, he will not, within the United States, Canada and the People’s Republic of China, where the Company solicit or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do solicit or induce, (i) any of the foregoing, or otherwise induce or attempt to induce person that has any actual or potential material business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company (including, without limitation, any consultants or its affiliatessuppliers) to terminate or modify such relationship or otherwise take any action detrimental in any material respect to such relationship, (ii) any of the Company’s customers to become customers of any business that is competitive with any aspect of the Company’s business; or (iii) any person to enter into a relationship with or conduct business with leave the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with employ of the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) Because of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified the difficulty of measuring economic losses to the extentCompany as a result of breach by Executive of the foregoing covenants, but only and because of the immediate and irreparable damage that might be caused to the extentCompany for which it would have no other adequate remedy, of such invalidityExecutive agrees that, illegality or unenforceability, and a court of competent jurisdiction shall have without limiting the power to modify, any such restrictive covenant remedies available to the extent necessary to render such provision enforceableCompany, the foregoing covenants may be enforced by the Company by injunctions and the remaining restrictive covenant shall not be affected therebyrestraining orders. e. In (d) The parties agree that the event of covenants in this paragraph 6 impose a violation of any reasonable restraint on Executive in light of the restrictive covenants set forth in paragraphs 12(a), (b) activities and (c) business of the Company on the date of this Agreement, if and the Company and Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, intend that such covenants shall subsequently be construed and enforced in light of the time periods set forth in paragraphs 12(a), (b) activities and (c) business of this Agreement shall be computed by commencing the periods Company on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part termination of the restrictive covenants contained in paragraphs 12(a), (b) and (c) employment of this Agreement by providing the Company with a written request for such a waiver that contains all relevant detailsExecutive. The Company may, covenants in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) this paragraph 6 are intended to be severable and (c) of this Agreement on such terms and conditionsseparate, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingthe unenforceability of any specific covenant shall not affect the enforceability of any other covenant. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because The Employee agrees that during the Employment and for a period of one year after termination of the nature of the Company’s BusinessEmployment, and becausehe will not directly, as indirectly, once, occasionally or professionally, under his name or under a result third party name, on be-half of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that own or on behalf of third parties compete with the BusinessCompany or an Affiliate within the scope of research, appropriate development and commercialization of drugs to treat (i) psychiatric disorders, sleep disorders or divert business Xxxxxxxxx’x disease or customers of (ii) any other indication for which the Company is clinically developing or its affiliates and/or induce employees or consultants commercializing a drug at the time of termination of your employment (the Company or its affiliates to leave the employment of the Company or its affiliates“Restricted Business”). The Executive acknowledges It is recognized that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants Restricted Business is expected to be bound by conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation restrictions covenant are therefore not appropriate. This provision shall not apply in cases where the Company dismisses the Employee with regular notice as set forth herein below, which restrictions in Article 335b et 335.c of the Executive Swiss Code of Obligations or with immediate effect without good cause as set forth in Article 337 of the Swiss Code of Obligations. The Employee furthermore agrees and acknowledges are reasonable and necessary and do that he will not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment participate in any way in any enterprise competing with the Company or an Affiliate, and for a period of three he also agrees not to found or assist any business being active in the Restricted Business, unless otherwise provided by this Employment Agreement. These restrictions shall not prevent the Employee from (3a) years following the termination of his accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, provided that the Companyservices of the Employee for any such entity do not primarily relate to any Restricted Business in which such entity may be engaged and/or (b) holding five percent (5%) of the securities of any publicly traded entity. During the Restricted Period, he and his affiliates shall you agree not to, directly or indirectly ownindirectly, managewhether for your own account or for the account of any other individual or entity, operate(i) solicit for hire or engagement, controlhire, be or engage any individual who is employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where by the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at Affiliates on the date of acquisition is less than US$100,000. b. The Executive agrees that any attempted solicitation or was employed during the six month period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where prior thereto unless such individual had been involuntarily terminated by the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3ii) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the individual who is employed by Company or its affiliates, Affiliates to terminate or adversely modify its relationship with such employment In the Company or its affiliates, or to enter into a relationship with or conduct business with event the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If Employee breaches any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) obligations pursuant to this Section 15 a penalty of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant CHF 302,273 shall be deemed modified owed by the Employee to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, Company for any such restrictive covenant to breach. However, the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any payment of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if penalty does not release the Executive is prevented by a court or arbitrator Employee from committing any further violation, whether by a temporary restraining order, injunction or otherwisecomplying with the respective obligation. In addition, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have Company reserves the right to request a waiver of all or part of claim compensation for damages as well as the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised right to the Executive by the Company, in the absence remedy of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementspecific performance.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges and agrees with the Company that his services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) April 30, 2005 and (ii) (A) the second anniversary of the nature date of the Company’s Business, and because, termination of Employee's employment with the Company if such termination arises as a result of his voluntary termination or retirement by Employee or termination by the Company for "Cause", or (B) the first anniversary of the date of termination of Employee's employment with the CompanyCompany if such termination arises for any reason other than as provided in the preceding subparagraph 5(a) (ii) (A). Employee shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture of other entity, participate in any business (including without limitation any division, group or franchise of a larger organization) which engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee's employment in the area or areas where the Company is conducting such business; PROVIDED that until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the "Waiver), during the period commencing on the date of the termination of Employee's employment with the Company and ending on the date on which either the noncompetition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Executive has been Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee's base salary as of the date his employment was terminated (which will be paid over time in accordance with the salary payment schedule in effect from time to time for senior executives of the Company) and will continue during such time period Employee shall be entitled to be exposed to Confidential Informationall insurance benefits received by other senior executives of the Company. For purposes of this Agreement, the Executive acknowledges that term "participate in" shall include without limitation having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) but not ownership of 2% or less of the capital stock of a public company. (b) Employee covenants and agrees with the Company would sustain grievous harm that during the period commencing with the date of this Agreement and ending on the later to occur of (i) April 30, 2003 and (ii) (A) the second anniversary of the date of termination of Employee's employment with the Company if such termination arises as a result of voluntary termination by the Company or for "Cause", or (B) the date which is 18 months following the termination of Employee's employment with the Company if such termination arises for any reason other than as provided in the event that he were to disclose Confidential Informationpreceding subparagraph 5(b) (ii) (A) above, engage in business activities that compete with the BusinessEmployee shall not, appropriate directly or divert business indirectly, for himself or customers for any other individual, corporation, partnership, joint venture or other entity, (x) make any offer of employment, solicit or hire any supervisor, employee of the Company or its affiliates and/or or induce employees or consultants attempt to induce any employee of the Company or its affiliates to leave the employment of the Company their employ or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment any way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Businessand any of their employees or (y) induce or attempt to induce any supplier, PROVIDED HOWEVERlicensee, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companylicensor, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or enticefranchisee, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor other business relation of the Company or its affiliates to leave cease doing business with them or terminate the employment or other relationship thereof, for in any reason. c. The Executive agrees that during the period of his employment way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Business, directly and any customer or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Companyrelation. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) In consideration of the nature base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the CompanyEmployment and for a period of one year following the termination of the Employment for whatever reason: (i) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Business, and because, capacity as a result representative of his employment the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) unless expressly consented to by the Company, the Executive has been will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. (b) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the Employment and for a period of one year thereafter (except in the event of a Termination by the Company without cause pursuant to Section 7(b) or in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c)), following the termination of the Employment for whatever reason, unless expressly consented to by the Company, the Executive will continue not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. (c) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that in the event of a Termination by the Company without cause pursuant to Section 7(b) or in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c), then during the term of the Employment and for the period of the duration of the severance pay described in Section 7(e), unless expressly consented to by the Company, the Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. The provisions contained in this Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good there will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest no adequate remedy at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceablelaw, and the remaining restrictive covenant Company shall not be affected thereby. e. entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseevent, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive Company shall have the right to request a waiver of seek any and all remedies permissible at law or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingequity. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) The Executive acknowledges that: (i) the services to be performed by her under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (ii) the nature of Business is international in scope and the Company’s and its Affiliates’ products are marketed throughout the United States and the world; (iii) the Company competes with other businesses both nationally within the United States and internationally; and (iv) the provisions of this Section 9 are reasonable and necessary to protect the Business. For purposes of this Agreement, the term “Business” shall mean the Company’s and its Affiliates’ production and sale of home decorative and garden decorative products of the types offered for sale by the Company and its Affiliates as of the date of this Agreement and during the Employment Period. (b) In consideration of the acknowledgments by the Executive, and because, as a result in consideration of his employment with the compensation and benefits to be paid or provided to the Executive by the Company, the Executive has been and agrees that she will continue to be exposed to Confidential Informationnot, directly or indirectly: (i) during the Executive acknowledges that the Company would sustain grievous harm Employment Period, except in the event that he were to disclose Confidential Informationcourse of her employment hereunder, and during the Post-Employment Period, engage in business activities that compete with the Businessin, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Thereforeinvest in, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, finance, control, or participate in the ownership, management, operation, financing or control of, be employed by, consult foror render services to, be a shareholder of, be an officer of, participate in, contract with (1) any business whose products or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) services compete with the Business Business, anywhere in within the United States, Canada and the People’s Republic of China, where States or within foreign countries in which the Company or its affiliates is engaged in Affiliates conduct the Business, PROVIDED HOWEVERor (2) any business that utilizes a direct sales or multi-level sales format to sell consumer products anywhere within the United States; (ii) whether for the Executive’s own account or for the account of any other person, that at any time during the Employment Period and the Post-Employment Period, solicit business from (either directly or indirectly) or sell products to any customer of the Company or its Affiliates, including without limitation, customers with whom the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his had personal contact prior to Executive’s employment with the Company; (iii) whether for the Executive’s own account or the account of any other person, for at any reason, he will not, within time during the United States, Canada Employment Period and the People’s Republic of ChinaPost-Employment Period, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervisesolicit, employ, manageor otherwise engage as an employee, hire or enticeindependent contractor, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticedotherwise, any person who is or was at the time of such solicitation, employment or engagement an employee, consultant or independent contractor of the Company or its affiliates to leave Affiliates or terminate the employment or other relationship thereof, for in any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise manner induce or attempt to induce any actual or potential business or customer employee of the Company or its affiliates, Affiliates to terminate or adversely modify its relationship her employment with the Company or its affiliatesAffiliates; or (iv) at any time during or after the Employment Period, or to enter into a relationship with or conduct business with and during the Post-Employment Period, disparage the Company or its affiliatesAffiliates or any of their shareholders, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive partners, members, other holders of equity in connection with the Executive’s employment with the Company, directors, officers, employees, or agents or any Affiliate of the foregoing. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of If any covenant in this Agreement Section 9 is held to be invalidunreasonable, illegal arbitrary, or unenforceable (in whole or in part)against public policy, such restrictive covenant shall will be deemed modified considered to the extentbe divisible with respect to scope, but only to the extent, of such invalidity, illegality or unenforceabilitytime, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction shall have the power may determine to modifybe reasonable, any such restrictive covenant to the extent necessary to render such provision enforceablenot arbitrary, and not against public policy, will be effective, binding, and enforceable against the remaining restrictive covenant shall not be affected therebyExecutive. e. In (d) The period of time applicable to any covenant in this Section 9 will be extended by the event of a violation duration of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if conduct which the Executive is prevented by a court knew or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period providedshould reasonably have known violated such covenant. f. (e) The Executive shall have will, while the right covenant under this Section 9 is in effect, give written notice to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in within ten (10) days after accepting any other employment or consulting arrangement, of the absence identity of the Executive’s covenants new employer or contractor and promises set forth all of the material duties and services to be provided by the Executive in paragraphs 12(a)such employment or retention, (b) and (c) which shall not require disclosure by the Executive of any terms of compensation. The Company may notify such new employer that the Executive is bound by this Agreement and, at the Company’s election, furnish such new employer with a copy of this AgreementAgreement or relevant portion thereof.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Businessbusiness, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Informationproprietary information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Informationproprietary information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information proprietary information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three six (36) years months following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United StatesCompany anywhere, Canada and including but not limited to, the People’s Republic of ChinaChina and the United States, where in which the Company or its affiliates is engaged in the Businessconducts its business; provided, PROVIDED HOWEVERhowever, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,0001,000,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three six (36) years months following the termination of his employment with the Company, for any reason, he will not, within the United Statesanywhere, Canada and including but not limited to, the People’s Republic of ChinaChina and the United States, where in which the Company or its affiliates is engaged in the Businessconducts its business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three six (36) years months following the termination of his employment with the Company, he will not, within the United Statesanywhere, Canada and including but not limited to, the People’s Republic of ChinaChina and the United States, where in which the Company or its affiliates is engaged in the Businessconducts its business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs Sections 12(a), (b) and (c) of this Agreement herein is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs Sections 12(a), (b) and (c) of this Agreementherein, if the Executive is prevented by a court court, arbitrator or arbitrator other judicial body from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs Sections 12(a), (b) and (c) of this Agreement herein shall be computed by commencing the periods on the date of the applicable court order of such court, arbitrator or arbitrators’ order other judicial body and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs Sections 12(a), (b) and (c) of this Agreement herein by providing the Company Board of Directors or the Compensation Committee with a written request for such a waiver that contains all relevant details. The Company Board of Directors or the Compensation Committee may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs Sections 12(a), (b) and (c) of this Agreement herein on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5Sections 6, 6 7 and 7 8 herein would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs Sections 12(a), (b) and (c) of this Agreementherein.

Non-Competition and Non-Solicitation. Because The Executive acknowledges that ------------------------------------ the Company has invested substantial time, money and resources in the development and retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the nature Executive's employment with the Company the Executive will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company’s Business. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, and becauseaccount or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends upon his employment with the Companyuse of such skills on its behalf. In recognition of this, the Executive has been covenants and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that: (a) During the Term, during his employment with the Company and for a period of three fifteen months thereafter, the Executive may not, without the prior written consent of the Board, (3) years following the termination of his employment with the Companywhether as an employee, he and his affiliates shall not directly agent, owner, partner, consultant, independent contractor, representative, stockholder or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any other capacity whatsoever) participate in any business that offers products or services competitive in any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where way to those offered by the Company or its affiliates is engaged that were under active development by the Company during the Term, provided that nothing herein shall prohibit the Executive from owning securities of corporations which are listed on a national securities exchange or traded in the Business, PROVIDED HOWEVER, that the Executive national over-the-counter market in an amount which shall not be prevented from owning exceed 5% of the outstanding shares of an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000corporation. b. The Executive agrees that during (b) During the period of his employment with the Company Term, and for a period of three (3) years following fifteen months thereafter, the termination Executive may not entice, solicit or encourage any Company employee to leave the employ of his employment the Company or any independent contractor to sever its engagement with the Company, for any reason, he will not, within absent prior written consent to do so from the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reasonBoard. c. The Executive agrees that during (c) During the period of his employment with the Company Term, and for a period of three (3) years following fifteen months thereafter, the termination Executive may not, directly or indirectly, entice, solicit or encourage any customer or prospective customer of his employment the Company to cease doing business with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify reduce its relationship with the Company or its affiliates, refrain from establishing or to enter into expanding a relationship with or conduct business with the Company. Provided, however, that this Section 9 shall not apply if the Company or its affiliates, which actual or potential business or customer terminates the Executive was involved with Without Cause or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of terminates this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebyfor Good Reason. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of a. The Executive agrees and acknowledges that the nature of Confidential Information that the Company’s Business, Executive has already received and because, as a result of his employment with will receive are valuable to the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees its clients or consultants of the Company or customers, and that its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has protection and maintenance constitutes a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and Company, its affiliates. Therefore, the Executive hereby agrees and covenants affiliates and/or its clients or customers to be bound protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-solicitation competition restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients in and throughout the PRC (the “Geographic Boundary”), and that the Geographic Boundary, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. a. b. The Executive hereby agrees thatand covenants that he shall not, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during his the Executive’s employment with the Company and for a period of three (3) years one year following after the termination of his this Agreement or of the Executive’s employment with the CompanyCompany for any reason, he and his affiliates shall not directly or indirectly in the Geographic Boundary: (i) Engage, own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with the ownership, management, operation or control of any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete in competition with the “Business anywhere of the Company.” The “Business of the Company” is defined as providing advertisement service to the public in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000P.R.China. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3ii) years following the termination of his employment with the CompanyRecruit, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruithire, induce, divertcontact, supervise, employ, manage, hire divert or enticesolicit, or cause attempt to be recruitedrecruit, inducedhire, divertedinduce, supervisedcontact, employed, managed, hired divert or enticedsolicit, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company whether or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, not any such restrictive covenant employee, consultant or independent contractor is party to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebyan employment agreement. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) In further consideration of the nature of compensation to be paid to Executive hereunder, Executive acknowledges that during the Company’s Business, and because, as a result course of his employment with the Company, the Executive Company he has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete become familiar with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm Company’s trade secrets and in the protection and maintenance of the with other Confidential Information and of the good will and customer relationships of concerning the Company and its affiliates. Thereforethat his services have been and shall be of special, unique and extraordinary value to the Executive hereby agrees Company, and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowtherefore, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company Term and for a period of three six (36) years following months thereafter (the termination of his employment with “Noncompete Period”), he shall not, without the Company’s prior written consent, he and his affiliates shall not directly or indirectly indirectly, own, manage, operate, controljoin, be employed bycontrol or participate in the ownership, consult formanagement, be a shareholder operation or control of, be an officer of, participate in, contract with or be connected in as a director, officer, employee, partner, consultant or otherwise with, any capacity business or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere organization in the United States, Canada or Mexico that sells or markets golf equipment, apparel, accessories or services directly to consumers, whether through retail or direct marketing channels, including, but not limited to catalogs and the People’s Republic of Chinainternet (a “Competitive Business”); provided, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVERhowever, that nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the Executive shall not be prevented from owning an interest in outstanding stock of any class of a corporation which is publicly traded company traded, so long as Executive has no active participation in the fair market value business of such interest corporation; or (ii) becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in revenues or more than 10% of such business or organization’s total revenues. If, at the date time of acquisition is less than US$100,000.enforcement of this Article III, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Article III are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel b. The Executive agrees that during (b) During the period of his employment with the Company Term and for a period of three two (32) years following thereafter (the termination of his employment with the Company“Non-Solicit Period”), for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, Executive shall not directly or indirectly recruit, induce, divert, supervise, employ, manage, hire through another person or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three entity (3i) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer employee of the Company to leave the employ of the Company, or its affiliates, to terminate or adversely modify its relationship in any way interfere with the relationship between the Company and any employee thereof, (ii) hire any person who was an employee of the Company at any time during the Term or its affiliates(iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to enter into a relationship with or conduct cease doing business with the Company Company, or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection any way interfere with the Executive’s employment with relationship between any such customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). d. If (c) In the event of the breach or a threatened breach by Executive of any of the restrictive covenants set forth in paragraphs 12(aprovisions of this Section 3.3(c), (b) the Company would suffer irreparable harm, and (c) of this Agreement is held in addition and supplementary to be invalidother rights and remedies existing in its favor, illegal or unenforceable (in whole or in part), such restrictive covenant the Company shall be deemed modified entitled to the extent, but only to the extent, of such invalidity, illegality specific performance and/or injunctive or unenforceability, and other equitable relief from a court of competent jurisdiction shall have in order to enforce or prevent any violations of the power to modifyprovisions hereof (without posting a bond or other security). In addition, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In in the event of a an alleged breach or violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) by Executive of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseArticle III, the time periods set forth in paragraphs 12(a), (b) Noncompete Period and (c) of this Agreement the Non-Solicit Period shall be computed by commencing the periods on the date of the applicable court tolled until such breach or arbitrators’ order and continuing them from that date for the full period providedviolation has been duly cured. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his her employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he she were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his her employment with the Company and for a period of three (3) years following the termination of his her employment with the Company, he she and his her affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his her employment with the Company and for a period of three (3) years following the termination of his her employment with the Company, for any reason, he she will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his her employment with the Company and for a period of three (3) years following the termination of his her employment with the Company, he she will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges that during the course of Employee’s employment Employee will receive confidential and proprietary information from and concerning the nature Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company’s Businessgoodwill and in Employee’s professional development. The capital expended to develop this goodwill directly benefits Employee and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company has conferred and becausewill confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Company’s detriment. (b) Employee agrees that, as a result except for services and duties performed for or on behalf of his the Company according to this Agreement, Employee will not, during the period of Employee’s employment with the Company, and for a period (the Executive has been and will continue to be exposed to Confidential Information“Restricted Period”) of one (1) year immediately following the termination of Employee’s employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the Executive acknowledges that business of the Company would sustain grievous harm or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or which customers of the Company have access to the world wide web (the “Territory”); (ii) solicit any person who is, at that time, or its affiliates and/or induce employees who has been within one (1) year prior to that time, an employee of the Company for the purpose or consultants with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (1) year prior to that time, a customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with those aspects of the business of the Company or its affiliates to leave the employment any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee’s own behalf or its affiliateson behalf of any competitor or potential competitor, which candidate was, to Employee’s knowledge, either called upon by the Company or for which the Company made an acquisition analysis, for the purpose of acquiring such entity. The Executive acknowledges Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (5%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (c) In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which they would have no other adequate remedy, Employee agrees that in the event of breach by Employee of the foregoing covenant, the Company shall be entitled to specific performance of this provision and co-injunctive and other equitable relief. (d) It is agreed by the parties that the Company has foregoing covenants in this paragraph 4 impose a legitimate business interest reasonable restraint on Employee in protecting itself from the aforementioned harm and in the protection and maintenance light of the Confidential Information activities and business of the good will Company on the date of the execution of this Agreement and customer relationships the current plans of the Company and its affiliates. ThereforeEmployee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Executive hereby agrees Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, and covenants the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to be bound the enforcement by the non-competition and non-solicitation restrictions set forth herein belowCompany of such covenants. Further, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following this paragraph 4 shall survive the termination of his employment with the Company, he this Agreement and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the ExecutiveEmployee’s employment with the Company. d. If any . It is specifically agreed that the period of one (1) year following termination of employment stated at the restrictive covenants set forth in paragraphs 12(a), (b) and (c) beginning of this Agreement is held to be invalidparagraph 4, illegal or unenforceable (during which the agreements and covenants of Employee made in whole or in part), such restrictive covenant this paragraph 4 shall be deemed modified to the extenteffective, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date excluding from such computation any time during which Employee is in violation of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) any provision of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingparagraph 4. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges and agrees with the Company that his services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) April 30, 2002 and (ii) (A) the second anniversary of the nature date of the Company’s Business, and because, termination of Employee's employment with the Company if such termination arises as a result of his voluntary termination or retirement by the Employee or termination by the Company for "Cause", or (B) the first anniversary of the date of termination of the Employee's employment with the CompanyCompany if such termination arises for any reason other than as provided in the preceding subparagraph 5(a) (ii) (A). Employee shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture of other entity, participate in any business (including without limitation any division, group or franchise of a larger organization) which engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee's employment in the area or areas where the Company is conducting such business; PROVIDED that until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the "Waiver), during the period commencing on the date of the termination of the Employee's employment with the Company and ending on the date on which either the noncompetition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Executive has been Company will pay to Employee an amount equal to Employee's base salary as of the date his employment was terminated (which will be paid over time in accordance with the salary payment schedule in effect from time to time for senior executives of the Company) and will continue during such time period executive shall be entitled to be exposed to Confidential Informationall insurance benefits received by other senior executives of the Company. For purposes of this Agreement, the Executive acknowledges that term "participate in" shall include without limitation having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) but not ownership of 2% or less of the capital stock of a public company. (b) Employee covenants and agrees with the Company would sustain grievous harm that during the period commencing with the date of this Agreement and ending on the later to occur of (i) April 30, 2002 and (ii) (A) the second anniversary of the date of termination of Employee's employment with the Company if such termination arises as a result of voluntary termination by the Company or for "Cause", or (B) the date which is 18 months following the termination of Employee's employment with the Company if such termination arises for any reason other than as provided in the event that he were to disclose Confidential Informationpreceding subparagraph 5(b) (ii) (A) above, engage in business activities that compete with the BusinessEmployee shall not, appropriate directly or divert business indirectly, for himself or customers for any other individual, corporation, partnership, joint venture or other entity, (x) make any offer of employment, solicit or hire any supervisor, employee of the Company or its affiliates and/or or induce employees or consultants attempt to induce any employee of the Company or its affiliates to leave the employment of the Company their employ or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment any way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Businessand any of their employees or (y) induce or attempt to induce any supplier, PROVIDED HOWEVERlicensee, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companylicensor, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or enticefranchisee, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor other business relation of the Company or its affiliates to leave cease doing business with them or terminate the employment or other relationship thereof, for in any reason. c. The Executive agrees that during the period of his employment way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Business, directly and any customer or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship relation. (c) Employee's Confidentiality and Noncompete Agreement with the Company or its affiliatesdated July 27, or to enter into a relationship with or conduct business with the Company or its affiliates1990, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a)as amended by Amendment No. 1 dated January 12, (b) 1995, is hereby canceled and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, replaced in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive entirety by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) As an inducement to Buyer to enter into this agreement and to consummate the transactions contemplated hereby, Sellers agree that for a period of two years after the nature Closing Date (the "Restricted Period"), Sellers shall not, directly or indirectly, (i) engage in any business that is competitive with the New York City Business for their own account, (ii) render any services which constitute engaging in any business which is competitive with the New York City Business in any capacity to any person or entity, or (iii) own any equity interest in any person which is engaged in any business which is competitive with the New York City Business; provided, however, that Sellers may (A) own, directly or indirectly, solely as a passive investment, securities of the Company’s Businessany person or entity which are traded on any national securities exchange or Nasdaq, if Sellers are not a controlling person of, or member of a group which controls, such person, and becausedoes not, as a result directly or indirectly, own five percent or more of his employment with the Company, the Executive has been any class of securities of such person and will (B) continue to be exposed to Confidential Information, conduct the Executive acknowledges that the Company would sustain grievous harm business of P.T. Express or Atlantic Freight in the event that he were manner, and in the geographic area, conducted prior to disclose Confidential Informationthe date of this agreement. (b) During the Restricted Period, engage in business activities that compete with the BusinessSellers shall not, appropriate directly or divert business indirectly, solicit or customers encourage any current employee or officer of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates Buyer to leave the employment of Buyer, or hire any current or former employee or officer of Buyer, including any former employees of Sellers that are hired by Buyer after the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the ExecutiveClosing Date. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is If any provision contained in section 6.11 shall for any reason be held to be invalid, illegal or unenforceable (in whole or in part)any respect, such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceabilityunenforceability shall not affect any other provisions of such section, but such section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained in this section 6.11 is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would be invalid or unenforceable under applicable law, a court of competent jurisdiction shall have construe and interpret or reform such section to provide for a covenant having the power maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such applicable law. Sellers acknowledge that Buyer would be irreparably harmed by any breach of section 6.11 and that there would be no adequate remedy at law or in damages to modify, compensate Buyer for any such restrictive covenant breach. Sellers agree that Buyer shall be entitled to injunctive relief requiring specific performance by Sellers of this section, and consents to the extent necessary to render such provision enforceableentry thereof, and the remaining restrictive covenant shall not be affected therebywithout bond. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges that during the course of Employee's employment Employee will receive confidential and proprietary information from and concerning the nature Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company’s Business's goodwill and in Employee's professional development. The capital expended to develop this goodwill directly benefits Employee and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company has conferred and becausewill confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Company's detriment. (b) Employee agrees that, as a result except for services and duties performed for or on behalf of his the Company according to this Agreement, Employee will not, during the period of Employee's employment with the Company, and for a period (the Executive has been and will continue to be exposed to Confidential Information"Restricted Period") of one (1) year immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor or as a sales representative, in any online auction facilitation or similar business in direct competition with those aspects of the Executive acknowledges that business of the Company would sustain grievous harm or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or which customers of the Company have access to the world wide web (the "Territory"); (ii) solicit any person who is, at that time, or its affiliates and/or induce employees who has been within one (1) year prior to that time, an employee of the Company for the purpose or consultants with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (1) year prior to that time, a customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with those aspects of the business of the Company or its affiliates to leave the employment any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee's own behalf or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance on behalf of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowany competitor or potential competitor, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees thatcandidate was, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Companyto Employee's knowledge, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where either called upon by the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with for which the Company and for a period of three (3) years following the termination of his employment with the Companymade an acquisition analysis, for any reasonthe purpose of acquiring such entity. Notwithstanding the above, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive foregoing covenant shall not be affected therebydeemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. e. (c) In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which they would have no other adequate remedy, Employee agrees that in the event of a violation of any breach by Employee of the restrictive covenants set forth in paragraphs 12(a)foregoing covenant, (b) and (c) the Company shall be entitled to specific performance of this Agreement, if provision and co-injunctive and other equitable relief. (d) It is agreed by the Executive is prevented by parties that the foregoing covenants in this paragraph 4 impose a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, reasonable restraint on Employee in light of the time periods set forth in paragraphs 12(a), (b) activities and (c) business of this Agreement shall be computed by commencing the periods Company on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) execution of this Agreement by providing and the current plans of the Company and Employee that such covenants be construed and enforced in accordance with a written request for such a waiver that contains all relevant details. The Company maythe changing activities, in its sole discretion, waive all or part business and locations of the restrictive covenants contained in paragraphs 12(a), (b) and (c) Company throughout the term of this Agreement on such terms and conditionsAgreement, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that whether before or after the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence date of termination of the Executive’s covenants employment of Employee. For example, if, during the term of this Agreement, the Company engages in new and promises set forth in paragraphs 12(a)different online auction facilitation activities, (b) or establishes new locations for its current activities or business and (c) Employee is involved with providing such new online auction facilitation services, then Employee will be precluded from soliciting the customers or employees of such new activities or business or from such new location and from directly competing with such new business within the United States of America through the term of this Agreement. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. Further, this paragraph 4 shall survive the termination of this Agreement and the termination of Employee's employment with the Company. It is specifically agreed that the period of one (1) year following termination of employment stated at the beginning of this paragraph 4, during which the agreements and covenants of Employee made in this paragraph 4 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 4.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his their employment with the Company, the Executive has and other present and former employees of the Company have been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he or the Company’s other present and former employees were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliatesCompany, all of which would violate recognized employee obligations. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and Company’s customer relationships of the Company and its affiliatesrelationships. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years one year following the termination of his employment with the Company, provided however, that the Executive has been prior employed for more than two (2) years by company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities that directly or indirectly (whether through related persons, entities companies or otherwise) compete competes with the Business anywhere Company in the United Stateslocal market where company operates substantial amount of its business, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVERprovided however, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000company. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years one year following the termination of his employment with the Company, provided however, that the Executive has been prior employed for more than two (2) years by company, for any reason, reason he will notnot directly or indirectly supervise, within manage, hire, cause to be hired or otherwise induce any employee of the United States, Canada and Company to leave the People’s Republic employment of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or to terminate its affiliates to leave or terminate relationship with the employment or other relationship thereofCompany, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years one year following the termination of his employment with the Company, provided however, that the Executive has been prior employed for more than two (2) years by company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, not directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, appropriate or divert or solicit any actual or potential business or customer away from the Company or its affiliatesCompany, or attempt to do any of the foregoing, foregoing or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliatesCompany, to terminate or adversely modify its relationship with the Company or its affiliates, or any potential customer to not enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a10(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a10(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 5 and 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a10(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) During the Term and for two years after the termination of the nature this Agreement for any reason, or, if a court of the Company’s Businesscompetent jurisdiction determines that two years is overbroad, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and then for a period of three (3) years following one year after the termination of this Agreement for any reason, Executive shall not carry on in the United States of America, or, if a cou1i of competent jurisdiction determines that the United States of America is overbroad, then in any U.S. State in which Company is doing business as of the Termination Date, or, if a court of competent jurisdiction determines any State in which Company is doing business as of the Termination Date is overbroad, then in any U.S. State in which Executive rendered services to the Company within the last twelve ( 12) months of his employment by Company, directly or indirectly, either for himself or as a member of any partnership, or as a stockholder, director, officer, agent, or employee of another person, firm, or corporation, or otherwise, any business that directly competes with the Company“Business” being carried on by Company (or its successors or assigns) as of the Termination Date; provided however that this Section shall not be violated if Company acknowledges in writing, he which acknowledgement shall not be unreasonably withheld, that such business does not so compete. (b) During the Term and his affiliates for two years after the termination of this Agreement for any reason, or, if a court of competent jurisdiction determines that two years is overbroad, then for a period of one year after the termination of this Agreement for any reason, Executive shall not directly or indirectly ownindirectly, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with {i) engage or be connected pa1iicipate in any capacity way in actions or activities that in any manner with any person way are deleterious to the interests, business, or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic reputation of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three ; (3ii) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer employee of the Company or its affiliatesAffiliates to leave its employ, to terminate or adversely modify its relationship in any way interfere with the relationship between Company or its affiliatesAffiliates and any employee; (iii) hire or attempt to hire any person who is or was, during the three months prior to the Termination Date employed by Company or any of its Affiliates; or (iv) induce or attempt to induce any customer, client, or to enter into a relationship other business relation with or conduct business with the Company or its affiliatesAffiliates, which actual in either case, as applicable, to cease doing business with Company or potential its Affiliates or reduce the amount of business done with Company or customer the Executive was involved with its Affiliates, or had a relationship with in any way interfere or whose identity became known attempt to the Executive in connection interfere with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, relationship between any such restrictive covenant to customer, client, or business relation and Company or its Affiliates, as the extent necessary to render such provision enforceablecase may be (including, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of without limitation, making any of the restrictive covenants set forth in paragraphs 12(anegative or disparaging statements about Company, its Affiliates and/or their current or former employees), (b) and (c) . For purposes of this Agreement, if “Business” is de tined as the Executive is prevented by a court or arbitrator from committing any further violationconceptualization, whether by a temporary restraining orderdesign, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditionsdevelopment, and to such extentdistribution of clean energy generation, as itdistribution, in its sole discretion, deems appropriate. Such waiver must be in writingand utilization. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) In further consideration of the nature of compensation to be paid to Executive hereunder, Executive acknowledges that during the Company’s Business, and because, as a result course of his employment with the Company, the Executive Company he has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete become familiar with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm Company’s trade secrets and in the protection and maintenance of the with other Confidential Information and of the good will and customer relationships of concerning the Company and its affiliates. Thereforethat his services have been and shall be of special, unique and extraordinary value to the Executive hereby agrees Company, and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowtherefore, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company Term and for a period of three eighteen (318) years following months thereafter (the termination of his employment with “Noncompete Period”), he shall not, without the Company’s prior written consent, he and his affiliates shall not directly or indirectly indirectly, own, manage, operate, controljoin, be employed bycontrol or participate in the ownership, consult formanagement, be a shareholder operation or control of, be an officer of, participate in, contract with or be connected in as a director, officer, employee, partner, consultant or otherwise with, any capacity business or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere organization in the United States, Canada or Mexico that sells or markets golf equipment, apparel, accessories or services directly to consumers, whether through retail or direct marketing channels, including, but not limited to catalogs and the People’s Republic of Chinainternet (a “Competitive Business”); provided, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVERhowever, that nothing herein shall prohibit Executive from (i) being a passive owner of not more than 2% of the Executive shall not be prevented from owning an interest in outstanding stock of any class of a corporation which is publicly traded company traded, so long as Executive has no active participation in the fair market value business of such interest corporation; or (ii) becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in revenues or more than 10% of such business or organization’s total revenues. If, at the date time of acquisition is less than US$100,000.enforcement of this Article 3, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Article 3 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel b. The Executive agrees that during (b) During the period of his employment with the Company Term and for a period of three two (32) years following thereafter (the termination of his employment with the Company“Non-Solicit Period”), for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, Executive shall not directly or indirectly recruit, induce, divert, supervise, employ, manage, hire through another person or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three entity (3i) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer employee of the Company to leave the employ of the Company, or its affiliates, to terminate or adversely modify its relationship in any way interfere with the relationship between the Company and any employeethereof, (ii) hire any person who was an employeeof the Company at any time during the Term or its affiliates(iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company to enter into a relationship with or conduct cease doing business with the Company Company, or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection any way interfere with the Executive’s employment with relationship between any such customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company). d. If (c) In the event of the breach or a threatened breach by Executive of any of the restrictive covenants set forth in paragraphs 12(aprovisions of this Section 3.3(c), (b) the Company would suffer irreparable harm, and (c) of this Agreement is held in addition and supplementary to be invalidother rights and remedies existing in its favor, illegal or unenforceable (in whole or in part), such restrictive covenant the Company shall be deemed modified entitled to the extent, but only to the extent, of such invalidity, illegality specific performance and/or injunctive or unenforceability, and other equitable relief from a court of competent jurisdiction shall have in order to enforce or prevent any violations of the power to modifyprovisions hereof (without posting a bond or other security). In addition, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In in the event of a an alleged breach or violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) by Executive of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseArticle III, the time periods set forth in paragraphs 12(a), (b) Noncompete Period and (c) of this Agreement the Non-Solicit Period shall be computed by commencing the periods on the date of the applicable court tolled until such breach or arbitrators’ order and continuing them from that date for the full period providedviolation has been duly cured. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3a) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive Xxxxxxxx agrees that during the period of his employment with commencing on the Company Separation Date and for a period of three (3) years following the termination of his employment with the Companyending on November 19, for any reason2001, he will shall not work for Levi Xxxxxxx & Co., and he shall not, within directly or indirectly, as owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or in any capacity whatsoever, engage or assist any person or entity to engage in the Levi's or Dockers outlet business in any location in any geographic area in the United StatesStates or Puerto Rico; provided, Canada and the People’s Republic however, that Xxxxxxxx may own any securities of China, where the Company or its affiliates any corporation which is engaged in such business and is publicly owned and traded but in an amount not to exceed at any one time one percent (1%) of any class of stock or securities of such corporation. (b) During the Businessperiod commencing on the Separation Date and ending on November 19, directly 2001, Xxxxxxxx shall not request any suppliers or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of customers with whom the Company or its affiliates has a business relationship to leave cancel or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential such business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with solicit any employee of the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with leave the Company's employ. Notwithstanding the foregoing, nothing contained herein shall constitute the Company's approval or acquiescence of any actions taken by Xxxxxxxx after November 19, 2001 to seek to cause the cancellation or termination of any business relationship between the Company and any third party and the Company reserves the right to assert any claims it may have against Xxxxxxxx arising out of his conduct. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) Except for the limitations and restrictions contained in this Severance Agreement, Xxxxxxxx and the Company agree that the post-employment restrictions contained in the Employment Agreement, including without limitation the post employment competition restrictions contained in paragraph 9 of this the Employment Agreement is held to be invalid, illegal are hereby waived and released and shall have no further force or unenforceable (in whole or in part)effect, such restrictive covenant that Xxxxxxxx shall be deemed modified entitled to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebyaccept future employment. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) During the applicable Non-Competition Period, no Company Member shall, except as an officer or employee of the nature Buyer and/or the Surviving Corporation: (i) develop, manufacture, market or sell any product which competes with any existing or proposed product manufactured by either the Company, the Buyer, the Surviving Corporation or any of the subsidiaries of the Company’s Business, the Buyer or the Surviving Corporation (collectively, the "Subsidiaries") on or prior to the Closing Date, or (ii) engage in any business competitive with -26- the business of the Company, the Buyer and/or the Surviving Corporation or any of the Subsidiaries as conducted on the date hereof or on the Closing Date, in the United States or any other country in which the Company, the Buyer, the Surviving Corporation or any of the Subsidiaries conducted its business during the two years prior to the Closing Date. The parties hereto agree that the duration and becausegeographic scope of the non-competition provisions set forth in this Section 4.16(a) are reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the parties hereto agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that this non-competition provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. The Company Members agree that damages are an inadequate remedy for any breach of this provision and that the Buyer shall, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this non-competition provision. (b) Except as a result provided by law, during the applicable Non-Competition Period, no Company Member shall (a) solicit any person who was an employee of either the Company on the date hereof or the Closing Date to terminate his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate Buyer (or divert business or customers of the Company or its affiliates and/or induce employees the Surviving Corporation, as the case may be) or consultants to become an employee of such Company Member, or (b) hire any person who was such an employee on the Company date hereof or its affiliates to leave on the employment Closing Date. (c) The non-competition and non-solicitation provisions set forth in Sections 4.16(a) and 4.16(b) shall be independent of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions provisions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and employment offer letters (the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3"Offer Letters") years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor executed by each of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment Members in accordance with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (cSection 5.1(g) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Upon the termination of the nature Executive's employment, for a period of two (2) years following the Company’s Business, and because, as a result of his employment with the CompanyTermination Date, the Executive has been and will continue shall not provide services, as an employee, officer, consultant or director of, to be exposed any company or other entity primarily engaged in the carbonated soft drink, juice or water business in the same geographic areas as the Company ("Competitor"), provided that the Executive may provide such services to Confidential Informationany division, subsidiary or Affiliate of such a company or entity if the Executive does not have direct responsibility for any carbonated soft drink, juice or water business. Notwithstanding the foregoing, the Executive acknowledges may serve as an employee, officer, consultant or director of any company or other entity that provides investment, financial or consulting services to a Competitor, provided that the Company would sustain grievous harm Executive does not have direct responsibility for or direct involvement in the event that provision of any such advice or services to such Competitor. (b) Upon the termination of the Executive's employment, for a period of two (2) years following the Termination Date, the Executive shall not without the prior written consent of the Chairman of the Board, directly or indirectly solicit for employment, either for himself or on behalf of any company or other entity in which he were to disclose Confidential Informationis an officer, engage in business activities that compete with the Businessdirector, appropriate employee or divert business or customers consultant, any employee of the Company or its affiliates and/or induce employees any Affiliate, provided that nothing in this Section 15(b) shall prohibit the Executive from providing employment or consultants personal references for any such employee. (c) Executive acknowledges and confirms that (a) the restrictive covenants contained in this Section 15 are reasonably necessary to protect the legitimate business interests of the Company, and (b) the restrictions contained in this Section 15 (including without limitation the length of the term of the provisions of this Section 15) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. Executive further acknowledges and confirms that his full, uninhibited and faithful observance of each of the covenants contained in this Section 15 will not cause him any undue hardship, financial or otherwise. Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or its affiliates loss if he were to leave use such ability and knowledge to the employment benefit of a competitor or were to compete with the Company in violation of the Company or its affiliatesterms of this Section 15. The Executive further acknowledges that the Company has a legitimate business interest restrictions contained in protecting itself from this Section 15 are intended to be, and shall be, for the aforementioned harm benefit of and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Thereforeshall be enforceable by, the Executive hereby agrees Company's successors and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executiveassigns. a. The Executive agrees that, during his employment with (d) In the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, event that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have determine that any provision of this Section 15 is invalid or more restrictive than permitted under the power governing law of such jurisdiction, then only as to modifyenforcement of this Section 15 within the jurisdiction of such court, any such restrictive covenant to the extent necessary to render such provision enforceable, shall be interpreted and enforced as if it provided for the remaining restrictive covenant shall not be affected therebymaximum restriction permitted under such governing law. e. In (e) If the event of a Executive shall be in violation of any provision of this Section 15, then each time limitation set forth in this Section 15 shall be extended for a period of time equal to the restrictive period of time during which such violation or violations occur. If the Company seeks injunctive relief from such violation in any court, then the covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement Section 15 shall be computed by commencing the periods on the date extended for a period of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised time equal to the Executive pendency of such proceeding including all appeals by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on During the Executive. a. The Executive agrees that, during his 's employment with the Company and for a period of three eighteen (318) years months following the termination Executive's Date of his employment Termination (or, in the case of any resignation by the Executive following receipt of a Notice of Non-Renewal, for a period of only twelve (12) months following the Executive's Date of Termination), the Executive shall not, for himself or herself or on behalf of or in conjunction with any other person, persons, company, firm, partnership, corporation, business, group or other entity (each, a "Person"), work in the principal line of business engaged in, or planned to be engaged in, by the Company at the Date of Termination within any state where the Company is doing business or has plans for commencing business as of the Date of Termination. The Executive's passive ownership of less than five percent (5%) of the securities of a public company shall not be treated as an action in competition with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The (a) Executive hereby acknowledges and agrees that during the period of his employment with the Company places him in a position of trust and confidence with respect to the business operations, customers, prospects and personnel of the Company. He agrees that, due to his position and knowledge, his engaging in any business that competes in the principal line of business as the Company will cause the Company significant and irreparable harm. (b) In consideration of the compensation and benefits extended to him under this Agreement, Executive agrees that, during the term of Executive's employment by the Company and for eighteen (18) months following the Date of Termination (or, in the case of any resignation by the Executive following receipt of a Notice of Non-Renewal, for a period of three only twelve (312) years months following the termination Executive's Date of his employment with Termination), the CompanyExecutive shall not, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Businessreason whatsoever, directly or indirectly recruitindirectly, induce, divert, supervise, employ, manage, for himself or herself or on behalf of or in conjunction with any other Person with whom the Executive works or is affiliated: (i) solicit and/or hire or enticeany Person who is on the Date of Termination, or cause has been within six (6) months prior to be recruitedthe Date of Termination, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor an employee of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason.affiliates; c. The Executive agrees that during the period of his employment with the Company and for a period of three (3ii) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any Person who is, at the Date of Termination, or has been within six (6) months prior to the Date of Termination, an actual customer, client, business partner, or potential a prospective customer, client, business partner (i.e., a customer, client or customer business partner who is party to a written proposal or letter of intent with the Company, in each case written less than six (6) months prior to the Date of Termination) of the Company Company, for the purpose or its affiliates, to terminate or adversely modify its relationship with the Company intent of (A) inducing or its affiliates, or attempting to enter into a relationship with or conduct induce such Person to cease doing business with the Company or its affiliates, which actual (B) enticing or potential attempting to entice such Person to do business with Executive or customer any affiliate of Executive, or (C) in any way interfering with the Executive was involved with relationship between such Person and the Company or had a relationship with its affiliates; or (iii) solicit, induce or whose identity became known attempt to induce any Person who is or that is, at the time of the Date of Termination, or has been within six (6) months prior to the Executive in connection Date of Termination, a supplier, licensee or consultant of, or provider of goods or services to the Company or its affiliates, for the purpose or with the Executive’s employment intent of (A) inducing or attempting to induce such Person to cease doing business with the CompanyCompany or its affiliates or (B) in any way interfering with the relationship between such Person and the Company or its affiliates. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants in this Section 10, in addition to and not in limitation of any other rights, remedies or damages available to the Company at law, in equity or under this Agreement, shall be enforced by the Company in the event of the breach or threatened breach by Executive, by injunctions and/or restraining orders. (d) It is agreed by the parties that the covenants contained in this Section 10 impose a fair and reasonable restraint on Executive in light of the activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company; but it is held to also the intent of the Company and Executive that such covenants be invalidconstrued and enforced in accordance with the changing activities, illegal or unenforceable business and locations of the Company and its affiliates throughout the term of these covenants. Executive also acknowledges that this restraint will not prevent him from earning a living in his chosen field of work. (e) The covenants in whole or in part)this Section 10 are severable and separate, such restrictive and the unenforceability of any specific covenant shall be deemed modified to not affect the extentprovisions of any other covenant. Moreover, but only to in the extent, of such invalidity, illegality or unenforceability, and a event any court of competent jurisdiction shall have determine that the power to modifyscope, any time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictive covenant restrictions be enforced to the fullest extent necessary to render that such provision enforceablecourt deems reasonable, and the remaining restrictive covenant Agreement shall not thereby be affected therebyreformed to reflect the same. e. In (f) All of the event of a violation covenants in this Section 10 shall be construed as an agreement independent of any of the restrictive covenants set forth other provision in paragraphs 12(a), (b) and (c) of this Agreement, if and the existence of any claim or cause of action of Executive is prevented by a court or arbitrator from committing any further violation, against the Company whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the duration of the period during which the agreements and covenants of Executive made in this Section 10 shall be effective shall be computed by commencing the periods on the date excluding from such computation any time during which Executive is in violation of any provision of this Section 10. (g) Notwithstanding any of the foregoing, if any applicable court law, judicial ruling or arbitrators’ order and continuing them from that date for shall reduce the full time period provided. f. The during which Executive shall have the right to request a waiver of all or part of the restrictive covenants contained be prohibited from engaging in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits any competitive activity described in paragraphs 5Section 10 hereof, 6 and 7 would not have been promised the period of time for which Executive shall be prohibited pursuant to Section 10 hereof shall be the Executive maximum time permitted by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementlaw.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges that during the course of Employee’s employment Employee will receive confidential and proprietary information from and concerning the nature Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company’s Businessgoodwill and in Employee’s professional development. The capital expended to develop this goodwill directly benefits Employee and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company has conferred and becausewill confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Company’s detriment. (b) Employee agrees that, as a result except for services and duties performed for or on behalf of his the Company according to this Agreement, Employee will not, during the period of Employee’s employment with the Company, and for a period (the Executive has been and will continue to be exposed to Confidential Information“Restricted Period”) of two (2) years immediately following the termination of Employee’s employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent. consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the Executive acknowledges that business of the Company would sustain grievous harm or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or which customers of the Company have access to the world wide web (the “Territory”); (ii) solicit any person who is, at that time, or its affiliates and/or induce employees who has been within one (I) year prior to that time, an employee of the Company for the purpose or consultants with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (I) year prior to that time, a customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with those aspects of the business of the Company or its affiliates to leave the employment any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee’s own behalf or its affiliateson behalf of any competitor or potential competitor, which candidate was, to Employee’s knowledge, either called upon by the Company or for which the Company made an acquisition analysis, for the purpose of acquiring such entity. The Executive acknowledges Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than five percent (5%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (c) In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which they would have no other adequate remedy, Employee agrees that in the event of breach by Employee of the foregoing covenant, the Company shall be entitled to specific performance of this provision and co-injunctive and other equitable relief. (d) It is agreed by the parties that the Company has foregoing covenants in this paragraph 4 impose a legitimate business interest reasonable restraint on Employee in protecting itself from the aforementioned harm and in the protection and maintenance light of the Confidential Information activities and business of the good will Company on the date of the execution of this Agreement and customer relationships the current plans of the Company and its affiliates. ThereforeEmployee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Executive hereby agrees Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, and covenants the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to be bound the enforcement by the non-competition and non-solicitation restrictions set forth herein belowCompany of such covenants. Further, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following this paragraph 4 shall survive the termination of his employment with the Company, he this Agreement and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the ExecutiveEmployee’s employment with the Company. d. If any . It is specifically agreed that the period of two (2) years following termination of employment stated at the restrictive covenants set forth in paragraphs 12(a), (b) and (c) beginning of this Agreement is held to be invalidparagraph 4, illegal or unenforceable (during which the agreements and covenants of Employee made in whole or in part), such restrictive covenant this paragraph 4 shall be deemed modified to the extenteffective, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date excluding from such computation any time during which Employee is in violation of any provision of this paragraph 4, and that such period shall terminate upon Company’s failure to pay its obligation pursuant to Section 5 below (which obligations shall remain payable regardless of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) termination of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(aparagraph 4), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s 's Business, and because, as a result of his their employment with the Company, the Executive has and other present and former employees of the Company have been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he or the Company's other present and former employees were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowhereinbelow, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000100,000.00. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s 's employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ ' order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a11(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a11(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 5 and 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s 's covenants and promises set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) In consideration of the nature base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the CompanyEmployment and for a period of two years following the termination of the Employment for whatever reason: (i) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Business, and because, capacity as a result representative of his employment the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) unless expressly consented to by the Company, the Executive has been will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. (b) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto not adequate enough, the Executive agrees that during the term of the Employment and for a period of one year thereafter (except in the event of a Termination by the Company without cause pursuant to Section 7(b) or in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c)), following the termination of the Employment for whatever reason, unless expressly consented to by the Company, the Executive will continue not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. (c) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that in the event of a Termination by the Company or by the Executive for Good Reason pursuant to Section 7(b), then during the term of the Employment and for the period of the duration of the severance pay described in Section 7(d)(1) or Section 7(d)(2), as appropriate, unless expressly consented to by the Company, the Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. The provisions contained in this Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good there will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest no adequate remedy at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceablelaw, and the remaining restrictive covenant Company shall not be affected thereby. e. entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseevent, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive Company shall have the right to request a waiver of seek any and all remedies permissible at law or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingequity. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges that during the course of Employee's employment Employee will receive confidential and proprietary information from and concerning the nature Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company’s Business's goodwill and in Employee's professional development. The capital expended to develop this goodwill directly benefits Employee and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company has conferred and becausewill confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Company's detriment. (b) Employee agrees that, as a result except for services and duties performed for or on behalf of his the Company according to this Agreement, Employee will not, during the period of Employee's employment with the Company, and for a period (the Executive has been and will continue to be exposed to Confidential Information"Restricted Period") of one (1) year immediately following the termination of Employee's employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the Executive acknowledges that business of the Company would sustain grievous harm or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or which customers of the Company have access to the world wide web (the "Territory"); (ii) solicit any person who is, at that time, or its affiliates and/or induce employees who has been within one (1) year prior to that time, an employee of the Company for the purpose or consultants with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (1) year prior to that time, a customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with those aspects of the business of the Company or its affiliates to leave the employment any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee's own behalf or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance on behalf of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowany competitor or potential competitor, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees thatcandidate was, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Companyto Employee's knowledge, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where either called upon by the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with for which the Company and for a period of three (3) years following the termination of his employment with the Companymade an acquisition analysis, for any reasonthe purpose of acquiring such entity. Notwithstanding the above, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive foregoing covenant shall not be affected therebydeemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. e. (c) In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which they would have no other adequate remedy, Employee agrees that in the event of a violation of any breach by Employee of the restrictive covenants set forth in paragraphs 12(a)foregoing covenant, (b) and (c) the Company shall be entitled to specific performance of this Agreement, if provision and co-injunctive and other equitable relief. (d) It is agreed by the Executive is prevented by parties that the foregoing covenants in this paragraph 4 impose a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, reasonable restraint on Employee in light of the time periods set forth in paragraphs 12(a), (b) activities and (c) business of this Agreement shall be computed by commencing the periods Company on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) execution of this Agreement by providing and the current plans of the Company and Employee that such covenants be construed and enforced in accordance with a written request for such a waiver that contains all relevant details. The Company maythe changing activities, in its sole discretion, waive all or part business and locations of the restrictive Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants contained in paragraphs 12(a)this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, (b) and (c) the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants. Further, this paragraph 4 shall survive the termination of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriatethe termination of Employee's employment with the Company. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, It is specifically agreed that the benefits described in paragraphs 5, 6 and 7 would not have been promised to period of one (1) year following termination of employment stated at the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) beginning of this Agreementparagraph 4, during which the agreements and covenants of Employee made in this paragraph 4 shall be effective, shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this paragraph 4.

Non-Competition and Non-Solicitation. Because In consideration of Parent's and Acquisition Corp.'s agreement to enter into this Agreement and the nature of the Company’s BusinessAcquisition Agreement, and because, as a result of his employment condition thereto, each Principal Shareholder covenants and agrees as follows: (a) Each Principal Shareholder hereby acknowledges that it is or may be familiar with the CompanyCompanies' trade secrets and with other confidential information and such Principal Shareholder acknowledges and agrees that Parent, Acquisition Corp., the Executive has been Company and will continue their respective Subsidiaries would be irreparably damaged if it were to be exposed provide services to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm or otherwise participate in the event that he were to disclose Confidential Information, engage in business activities that compete of any person competing with the Business, appropriate or divert business or customers of the Company or any of its Subsidiaries in a similar business and that any such competition by such Principal Shareholder would result in a significant loss of goodwill by Parent, Acquisition Corp., the Company and their Subsidiaries. (b) From the date hereof through and including the date eighteen months after the Offer Payment Date, no Principal Shareholder or any of its affiliates and/or induce employees shall, directly or consultants of the Company indirectly, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or its affiliates to leave the employment of the Company otherwise), consult with, render services for, or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and any other manner engage, anywhere in the protection Restricted Territories in any business engaged directly or indirectly the ownership or operation of retail clothing stores or other sales outlets providing similar clothing goods and maintenance of the Confidential Information and of the good will and customer relationships of services as those provided by the Company and its Subsidiaries; provided that nothing herein shall prohibit (x) such Principal Shareholder or any of its affiliates from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation or (y) Jeffrey A. Goodfriend from owning any interest in, managing, or coxxxxxxxxx, xxxxxxxxxxing in, consulting with, rendering services for, or engaging in any business; provided that during such eighteen-month period Jeffrey A. Goodfriend shall not, directly or indirectly, own or haxx xxxxxx xxxxxxx xxxr any retail clothing stores or other sales outlets providing similar clothing goods and services as those provided by the Company and its Subsidiaries with more than 20 stores. From the date hereof through and including the third anniversary of the Offer Payment Date, no Principal Shareholder or any of its affiliates shall, directly or indirectly, use the name "Goodfriend," "Goody's," or any derivative thereof or Robert M. Gooxxxxxxx'x or his immediate family members' names or lxxxxxxxxx xx xxx xxxxxess. From and after the date hereof, no Principal Shareholder shall, directly or indirectly, use the name "Goody's" in any business in the clothing industry so long as the Company or any of its affiliates, successors or assigns is then using such name. ThereforeFor purposes of this Agreement, "Restricted Territories" shall mean the Executive hereby agrees States of Alabama, Arizona, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Kansas, Louisiana, Missouri, Mississippi, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia and covenants any other state the Company or any of its Subsidiaries currently proposes to conduct business. Each Principal Shareholder acknowledges that the Company's and its Subsidiaries' businesses has been conducted or is presently proposed to be bound by conducted throughout the non-competition Restricted Territories and non-solicitation that the geographic restrictions set forth herein below, which restrictions the Executive agrees and acknowledges above are reasonable and necessary and do not impose undue hardship or burdens on to protect the Executive. a. The Executive agrees that, during his employment with the Company and for a period goodwill of three (3) years following the termination of his employment with the Company, he 's and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000Subsidiaries' businesses. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because 4.1. The Employee agrees and undertakes that he will not, for so long as (i) this Agreement is in effect, or (ii) he serves as a member of the nature of the Company’s BusinessBoard, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three one (31) years following year after the termination later of his employment the above lapses for whatever reason (the "Non-Competition Period"), compete or to assist others to compete, whether directly or indirectly, with the business of the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with as conducted prior to the Business anywhere date the Employee ceases to serve in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000Position. . b. 4.2. The Executive Employee further agrees and undertakes that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment engagement with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, not directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual business which is similar to the Company’s business from individuals or potential entities that are customers, suppliers or contractors of the Company, any of its subsidiaries or affiliates, without the prior written consent of the Company’s Board. 4.3. The Employee further agrees and undertakes that during his engagement with the Company, without the prior written consent of the Company’s Board, he will not offer to employ, in any way directly or indirectly solicit or seek to obtain or achieve the employment by any business or customer away from entity of, employ, any person employed by either the Company or Company, its subsidiaries, affiliates, or attempt to do any of the foregoing, successors or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Companyassigns thereof. d. If any of 4.4. The Parties hereto agree that the restrictive duration and area for which the covenants set forth in paragraphs 12(a)this Section 4 are to be effective are necessary to protect the legitimate interests of the Company and its development efforts and accordingly are reasonable, (b) in terms of their geographical and (c) temporal scope. In the event that any court determines that the time period and/or area are unreasonable and that such covenants are to that extent unenforceable, the Parties hereto agree that such covenants shall remain in full force and effect for the greatest period of time and in the greatest geographical area that would not render them unenforceable. In addition, the Employee acknowledges and agrees that a breach of Sections 3, 4 or 5 hereof, may cause irreparable harm to the Company, its subsidiaries, and/or affiliates and that the Company shall be entitled to specific performance of this Agreement is held to be invalidor an injunction without proof of special damages, illegal together with the costs and reasonable attorney’s fees and disbursements incurred by the Company in enforcing its rights under Sections 3, 4 or unenforceable (in whole or in part)5. The Employee acknowledges that the compensation and benefits he receives hereunder are paid, such restrictive covenant shall be deemed modified to the extentinter alia, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date as consideration for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants his undertakings contained in paragraphs 12(a)Sections 3, (b) 4 and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing5. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because The Employee agrees that during the Employment and for a period of one year after termination of the nature Employment (the “Restricted Period”) he will not directly, indirectly, once, occasionally or professionally, under his name or under a third party name, on his own behalf or on behalf of the Company’s Business, and because, as third parties hold a result of his employment with the Company, the Executive has been and will continue Material Interest in a business or venture which (A) is or is about to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Company or an Affiliate within the scope of research, development and commercialization of drugs to treat (i) psychiatric disorders, sleep disorders or Pxxxxxxxx’x disease or (ii) any other indication for which the Company is clinically developing or commercializing a drug at the time of termination of the Employee’s employment (the “Restricted Business”), appropriate or divert (B) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by the Employee in order for him to properly discharge his duties to or further his interest in that business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliatesventure. The Executive acknowledges It is recognized that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants Restricted Business is expected to be bound by conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation covenant are therefore not appropriate. These restrictions set forth herein belowshall not prevent the Employee from (a) accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, which restrictions provided that the Executive agrees and acknowledges are reasonable and necessary and services of the Employee for any such entity do not impose undue hardship primarily relate to any Restricted Business in which such entity may be engaged and/or (b) holding five percent (5%) of the securities of any publicly traded entity. During the Restricted Period, the Employee agrees not to, directly or burdens on indirectly, whether for the Executive. a. The Executive agrees that, during his employment Employee’s own account or for the account of any other individual or entity in competition with the Company and Restricted Business, (i) solicit for a period of three (3) years following the termination of his employment with the Companyhire or engagement, he and his affiliates shall not directly hire, or indirectly own, manage, operate, control, be engage any individual who is employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where by the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at Affiliates on the date of acquisition is less than US$100,000. b. The Executive agrees that any attempted solicitation in a senior managerial, sales, marketing, technical or supervisory capacity or was so employed during the 12 months period of his employment prior thereto with the Company and for a whom you dealt during that period of three or (3ii) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the individual who is employed by Company or its affiliatesAffiliates in a senior managerial, sales, marketing, technical or supervisory capacity to terminate or adversely modify its relationship with such employment. The Restricted Period shall be reduced by the amount of time during which, if at all, the Company or its affiliates, or to enter into a relationship with or conduct business with places the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the CompanyEmployee on Garden Leave. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on During the Executive. a. The Executive agrees that, during his ’s employment with the Company and for a period of three twelve (312) years months following the termination later of his employment (a) Executive’s Date of Termination or (b) the date on which payments from the Company to Executive pursuant to Section 8 hereof cease, the Executive shall not, for himself or on behalf of or in conjunction with any other person, persons, company, firm, partnership, corporation, business, group or other entity (each, a “Person”), work in the principal line of business engaged in, or planned to be engaged in, by the Company at the Date of Termination within any state where the Company is doing business or has plans for commencing business as of the Date of Termination. This Section 10 shall not apply to any activities of Executive conducted outside the borders of the United States following the Executive’s Date of Termination. The Executive’s passive ownership of less than five percent (5%) of the securities of a public company shall not be treated as an action in competition with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The (a) Executive hereby acknowledges and agrees that during the period of his employment with the Company places him in a position of trust and confidence with respect to the business operations, customers, prospects and personnel of the Company. He agrees that, due to his position and knowledge, his engaging in any business that competes in the principal line of business as the Company will cause the Company significant and irreparable harm. (b) In consideration of the compensation and benefits extended to him under this Agreement, Executive agrees that, during the term of Executive’s employment by the Company and for a period of three twelve (312) years months following the termination later of his employment with (i) Executive’s Date of Termination or (ii) the Companydate on which payments from the Company to Executive pursuant to Section 8 hereof cease, the Executive shall not, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Businessreason whatsoever, directly or indirectly recruitindirectly, induce, divert, supervise, employ, manage, for himself or herself or on behalf of or in conjunction with any other Person with whom the Executive works or is affiliated: (i) solicit and/or hire or enticeany Person who is on the Date of Termination, or cause has been within six (6) months prior to be recruitedthe Date of Termination, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor an employee of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason.affiliates; c. The Executive agrees that during the period of his employment with the Company and for a period of three (3ii) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any Person who is, at the Date of Termination, or has been within six (6) months prior to the Date of Termination, an actual customer, client, business partner, or potential a prospective customer, client, business partner (i.e., a customer, client or customer business partner who is party to a written proposal or letter of intent with the Company, in each case written less than six (6) months prior to the Date of Termination) of the Company Company, for the purpose or its affiliates, to terminate or adversely modify its relationship with the Company intent of (A) inducing or its affiliates, or attempting to enter into a relationship with or conduct induce such Person to cease doing business with the Company or its affiliates, which actual (B) enticing or potential attempting to entice such Person to do business with Executive or customer any affiliate of Executive, or (C) in any way interfering with the Executive was involved with relationship between such Person and the Company or had a relationship with its affiliates; or (iii) solicit, induce or whose identity became known attempt to induce any Person who is or that is, at the time of the Date of Termination, or has been within six (6) months prior to the Executive in connection Date of Termination, a supplier, licensee or consultant of, or provider of goods or services to the Company or its affiliates, for the purpose or with the Executive’s employment intent of (A) inducing or attempting to induce such Person to cease doing business with the CompanyCompany or its affiliates or (B) in any way interfering with the relationship between such Person and the Company or its affiliates. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants in this Section 10, in addition to and not in limitation of any other rights, remedies or damages available to the Company at law, in equity or under this Agreement, shall be enforced by the Company in the event of the breach or threatened breach by Executive, by injunctions and/or restraining orders. (d) It is agreed by the parties that the covenants contained in this Section 10 impose a fair and reasonable restraint on Executive in light of the activities and business of the Company on the date of the execution of this Agreement and the current plans of the Company; but it is held to also the intent of the Company and Executive that such covenants be invalidconstrued and enforced in accordance with the changing activities, illegal or unenforceable business and locations of the Company and its affiliates throughout the term of these covenants. Executive also acknowledges that this restraint will not prevent him from earning a living in his chosen field of work. (e) The covenants in whole or in part)this Section 10 are severable and separate, such restrictive and the unenforceability of any specific covenant shall be deemed modified to not affect the extentprovisions of any other covenant. Moreover, but only to in the extent, of such invalidity, illegality or unenforceability, and a event any court of competent jurisdiction shall have determine that the power to modifyscope, any time or territorial restrictions set forth herein are unreasonable, then it is the intention of the parties that such restrictive covenant restrictions be enforced to the fullest extent necessary to render that such provision enforceablecourt deems reasonable, and the remaining restrictive covenant Agreement shall not thereby be affected therebyreformed to reflect the same. e. In (f) All of the event of a violation covenants in this Section 10 shall be construed as an agreement independent of any of the restrictive covenants set forth other provision in paragraphs 12(a), (b) and (c) of this Agreement, if and the existence of any claim or cause of action of Executive is prevented by a court or arbitrator from committing any further violation, against the Company whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company of such covenants. It is specifically agreed that the duration of the period during which the agreements and covenants of Executive made in this Section 10 shall be effective shall be computed by commencing the periods on the date excluding from such computation any time during which Executive is in violation of any provision of this Section 10. (g) Notwithstanding any of the foregoing, if any applicable court law, judicial ruling or arbitrators’ order and continuing them from that date for shall reduce the full time period provided. f. The during which Executive shall have the right to request a waiver of all or part of the restrictive covenants contained be prohibited from engaging in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits any competitive activity described in paragraphs 5Section 10 hereof, 6 and 7 would not have been promised the period of time for which Executive shall be prohibited pursuant to Section 10 hereof shall be the Executive maximum time permitted by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementlaw.

Non-Competition and Non-Solicitation. Because 7.1 For purposes of this Article VII, the nature of term “the Company’s Business, ” shall include the Company and because, as a result any of his employment with the Company, the Executive has been and will continue to be exposed its affiliates. The Company shall provide Xxxxxxx access to Confidential Information, and Xxxxxxx acknowledges and agrees that the Executive Company will be entrusting him, in his unique and special capacity, with developing the goodwill and business opportunities of the Company, and in consideration of the Company providing Xxxxxxx with access to Confidential Information and as an express incentive for the Company to enter into this Agreement and employ Xxxxxxx, Xxxxxxx has voluntarily agreed to the covenants set forth in this Article VII. Xxxxxxx agrees and acknowledges that the Company would sustain grievous harm limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, will not cause Xxxxxxx undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the event that he were to disclose Company’s Confidential Information, goodwill and legitimate business interests. 7.2 During the Prohibited Period, Xxxxxxx shall not, without the prior written approval of the Board, directly or indirectly, for Xxxxxxx or on behalf of or in conjunction with any other person or entity of any nature: a. engage in business activities that compete or participate within the Market Area in competition with any member of the Company in any aspect of the Business, appropriate which prohibition shall prevent Xxxxxxx from directly or divert indirectly: (i) owning, managing, operating, or being an officer or director of, any business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment competes with the Company and for a period of three in the Market Area, or (3ii) years following the termination of his employment with the Companyjoining, he and his affiliates shall not directly becoming an employee or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder consultant of, be an officer ofor otherwise being affiliated with, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly engaged in, or indirectly (whether through related personsplanning to engage in, entities or otherwise) compete with the Business anywhere in the United StatesMarket Area in competition, Canada and the People’s Republic of Chinaor anticipated competition, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period in any capacity (with respect to this clause (ii)) in which Xxxxxxx’ duties or responsibilities are the same as or similar to the duties or responsibilities that he had on behalf of three (3) years following the termination Company; b. appropriate any Business Opportunity of, or relating to, the Company located in the Market Area; c. solicit, canvass, approach, encourage, entice or induce any customer or supplier of his employment the Company to cease or lessen such customer’s or supplier’s business with the Company; or d. solicit, for canvass, approach, encourage, entice or induce any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company employee or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company to terminate his, her or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment engagement with the Company. d. If any 7.3 Because of the restrictive difficulty of measuring economic losses to the Company as a result of a breach or threatened breach of the covenants set forth in paragraphs 12(a)Article VI and in this Article VII, (b) and (c) because of this Agreement is held the immediate and irreparable damage that would be caused to be invalidthe Company for which they would have no other adequate remedy, illegal or unenforceable (in whole or in part), such restrictive covenant the Company shall be deemed modified entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the extent, but only to the extent, of such invalidity, illegality or unenforceabilityCompany at law and equity. 7.4 The covenants in this Article VII, and a each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall have determine that the power to modifyscope, any time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictive covenant restrictions be enforced to the fullest extent necessary to render which such provision enforceablearbitrator or court deems reasonable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall thereby be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period providedreformed. f. 7.5 The Executive following terms shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.following meanings:

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm invested substantial time, money and resources in the protection development and maintenance retention of its Inventions, Confidential Information (including trade secrets), customers, accounts and business partners, and further acknowledges that during the course of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his 's employment with the Company the Executive will have access to the Company's Inventions and Confidential Information (including trade secrets), and will be introduced to existing and prospective customers, accounts and business partners of the Company. The Executive acknowledges and agrees that the Company's business is international in scope. The Executive acknowledges and agrees that any and all "goodwill" associated with any existing or prospective customer, account or business partner belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between the Executive and any existing or prospective customers, accounts or business partners. Additionally, the parties acknowledge and agree that the Executive possesses skills that are special, unique or extraordinary and that the value of the Company depends, in great part, upon his use of such skills on its behalf. In recognition of this, the Executive covenants and agrees that: (a) During the Term, and for a period of three one (1) year thereafter, the Executive may not, without the prior written consent of the Board (whether as an employee, agent, servant, owner, partner, consultant, independent contractor, representative, stockholder or in any other capacity whatsoever), participate in any business that offers products or services directly competitive with any of those offered by the Company, or that were under active development by the Company during the Term (any such business, a "Competitor," any such products or services, "Competitive Services"), provided that nothing herein shall prohibit the Executive from (i) owning securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which does not exceed 3% of the outstanding shares of such corporation or (ii) years following the after termination of his employment (x) participating in the business of a separately managed and operated division, subsidiary or affiliate of a Competitor, provided that such division, subsidiary or affiliate does not offer Competitive Services and the Executive has no business communications with employees of any division, subsidiary or affiliate of the CompanyCompetitor that offers Competitive Services regarding the business of the competitive division, subsidiary or affiliate or (y) becoming affiliated with an entity that is not a Competitor but that is subsequently acquired by or merged with a Competitor, provided that, following such acquisition or merger, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere is participating in the United Statesbusiness of a separately managed and operated division, Canada subsidiary or affiliate of the Competitor that does not offer Competitive Services and he has no business communications with employees of any division, subsidiary or affiliate of the People’s Republic Competitor that offers Competitive Services regarding the business of Chinathe competitive division, where subsidiary or affiliate. (b) During the Company or its affiliates is engaged Term, other than in the Business, PROVIDED HOWEVER, that course of the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period proper performance of his employment with the Company duties hereunder, and for a period of three one (31) years following year thereafter, the termination Executive may not knowingly, directly or indirectly through another individual or individuals, entice, solicit or encourage any Company employee to leave the employ of his employment the Company or any independent contractor to sever its engagement with the Company, for any reason, he will not, within absent prior written consent to do so from the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reasonBoard. c. The Executive agrees that during (c) During the period of his employment with the Company Term, and for a period of three one (31) years following year thereafter, the termination Executive may not knowingly, directly or indirectly through another individual or individuals, entice, solicit or encourage any customer, prospective customer, vendor, strategic partner or business associate of his employment the Company (i) to cease doing business with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify reduce its relationship with the Company or its affiliates, refrain from establishing or to enter into expanding a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (bii) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period providedpurpose of offering Competitive Services. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and the Executive agrees that: (i) during the Term; (ii) for a period of six (6) months following the expiration of the Term; (iii) for a period of six (6) months from the date of termination if during the Term the Company terminates this Agreement pursuant to Section 8(a); (iv) for a period of twelve (12) months if the Executive’s employment is terminated by the Company during the Term pursuant to Section 8(b); and (v) for a period of twelve (12) months if this Agreement is terminated by Executive other than pursuant to Section 9 Executive shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is directly or indirectly competitive with the Company Business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s Business, which is deemed by the parties hereto to be worldwide; provided; however, if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s Business, nothing herein shall prevent the Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s Business. The Executive acknowledges that, due to the unique nature of the Company’s Business, the loss of any of its clients or business flow or the improper use of its Confidential and becauseProprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. Notwithstanding the foregoing, as a result nothing contained in this Section 6(a) shall be deemed to prohibit the Executive from acquiring or holding, solely for investment, publicly traded securities of his employment any corporation or other entity, some or all of the activities of which are competitive with the Companybusiness of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation or other entity. The provisions of this Section 6(a) shall not, however, apply if the Executive’s employment is terminated upon a Change of Control (as defined in 8(b) below). (b) During the Term and for a period of twelve (12) months (or six (6) months in the case of clause (b)(iii) below) thereafter, the Executive has been and will continue to be exposed to Confidential Informationshall not, directly or indirectly, without the Executive acknowledges that prior written consent of the Company: (i) solicit or induce any employee of the Company would sustain grievous harm in or any of its subsidiaries or Two River Group Holdings, LLC (“Two River”) to leave the event that he were to disclose Confidential Information, engage in business activities that compete with employ of the Business, appropriate Company or divert business such subsidiaries or customers Two River; or hire for any purpose any employee of the Company or its affiliates and/or induce employees subsidiaries or consultants of the Company or its affiliates to leave Two River who has left the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest any subsidiary or Two River if such employment would be in protecting itself from the aforementioned harm and in the protection and maintenance violation of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the such employee’s non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment agreement with the Company and for a period of three or any such subsidiary or Two River; or (3ii) years following the termination of his solicit or accept employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in retained by any capacity or Person who, at any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that time during the period term of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companythis Agreement, for any reasonwas an agent, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business client or customer of the Company or any of its affiliates, subsidiaries or Two River where his position will be related to terminate or adversely modify its relationship and competitive with the business of the Company or its affiliatesany such subsidiaries or Two River; or (iii) solicit or accept the business of any agent, client or to enter into a relationship with or conduct business with customer of the Company or any of its affiliatessubsidiaries or Two River with respect to products or services similar to and competitive with those provided or supplied by the Company or any of its subsidiaries. (c) The Executive and Company mutually agree that both during the Term and at all times thereafter, which actual neither party shall directly or potential business indirectly disparage, whether or customer not true, the name or reputation of the other party, and in the case of the Company including any officer, director or material shareholder of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude the parties hereto or their successors from making truthful statements in the proper performance of their jobs or that are required by applicable law, regulation or legal process, and the parties shall not violate this provision in making truthful statements in response to disparaging statements made by the other party. (d) In the event that the Executive was involved with materially breaches any provisions of Section 5 or had a relationship with this Section 6, then, in addition to any other rights which the Company may have, the Company shall be entitled to seek injunctive relief to enforce the restrictions contained in such Sections which injunctive relief shall be in addition to any other rights or whose identity became known remedies available to the Executive Company under the law or in connection with the Executive’s employment with the Companyequity. d. (e) The right and remedy enumerated in Section 6(d) shall be independent of and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the restrictive covenants set forth contained in paragraphs 12(a)this Section 6, (b) and (c) or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Agreement Section 6 is held to be invalid, illegal invalid or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to because of the extent, but only to the extent, duration of such invalidityprovision or the area covered thereby, illegality or unenforceability, and a the parties agree that the court of competent jurisdiction making such determination shall have the power to modify, reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any such restrictive covenant way affect the Company’s right to the extent necessary relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to render breaches of such provision enforceablecovenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and the remaining restrictive covenant shall not be affected therebyindependent covenants. e. (f) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Executive shall not urge as a violation defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. The Executive agrees that he shall not raise in any proceeding brought to enforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit his ability to earn a living. (g) The provisions of this Section 6 shall survive any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) termination of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from provided that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in has not breached its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of obligations under this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges and agrees with the Company that his services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) February 28, 2007 and (ii) (A) the second anniversary of the nature date of the Company’s Business, and because, termination of Employee's employment with the Company if such termination arises as a result of his voluntary termination or retirement by Employee or termination by the Company for "Cause", or (B) the first anniversary of the date of termination of Employee's employment with the CompanyCompany if such termination arises for any reason other than as provided in the preceding subparagraph 5(a) (ii) (A). Employee shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture of other entity, participate in any business (including without limitation any division, group or franchise of a larger organization) which engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee's employment in the area or areas where the Company is conducting such business; provided that until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the "Waiver), during the period commencing on the date of the termination of Employee's employment with the Company and ending on the date on which either the noncompetition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Executive has been Company will pay to Employee either the amounts due under Section 7(d), if appropriate, or an amount equal to Employee's base salary as of the date his employment was terminated (which will be paid over time in accordance with the salary payment schedule in effect from time to time for senior executives of the Company) and will continue during such time period Employee shall be entitled to be exposed to Confidential Informationall insurance benefits received by other senior executives of the Company. For purposes of this Agreement, the Executive acknowledges that term "participate in" shall include without limitation having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) but not ownership of 2% or less of the capital stock of a public company. (b) Employee covenants and agrees with the Company would sustain grievous harm that during the period commencing with the date of this Agreement and ending on the later to occur of (i) February 28, 2007 and (ii) (A) the second anniversary of the date of termination of Employee's employment with the Company if such termination arises as a result of voluntary termination by the Company or for "Cause", or (B) the date which is 18 months following the termination of Employee's employment with the Company if such termination arises for any reason other than as provided in the event that he were to disclose Confidential Informationpreceding subparagraph 5(b) (ii) (A) above, engage in business activities that compete with the BusinessEmployee shall not, appropriate directly or divert business indirectly, for himself or customers for any other individual, corporation, partnership, joint venture or other entity, (x) make any offer of employment, solicit or hire any supervisor, employee of the Company or its affiliates and/or or induce employees or consultants attempt to induce any employee of the Company or its affiliates to leave the employment of the Company their employ or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment any way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Businessand any of their employees or (y) induce or attempt to induce any supplier, PROVIDED HOWEVERlicensee, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companylicensor, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or enticefranchisee, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor other business relation of the Company or its affiliates to leave cease doing business with them or terminate the employment or other relationship thereof, for in any reason. c. The Executive agrees that during the period of his employment way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Business, directly and any customer or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Companyrelation. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because a. From the date hereof through the Term or, in the event Executive’s employment is terminated, from the date hereof through the first anniversary of the nature Executive’s termination of the Company’s Business, and because, as a result of his employment with the Company, Executive agrees that, without the Executive has been and prior written consent of the Board of Directors, she will continue to be exposed to Confidential Informationnot (i) engage in or have any direct interest in, the Executive acknowledges that as an employee, officer, director, agent, subcontractor, consultant, security holder, partner, creditor or otherwise, any business in competition with the Company would sustain grievous harm in other than as a 10% or less equity stakeholder; (ii) cause or attempt to cause any person who is, or was at any time during the event that he were to disclose Confidential Informationsix months immediately preceding the termination of Executive, engage in business activities that compete with the Business, appropriate or divert business or customers an employee of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company Company; or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3iii) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, inducesolicit, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliatestake away, or attempt to do take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of the foregoingCompany. b. For purposes of this Section 7, or otherwise induce or attempt a business will be deemed to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship be in competition with the Company or its affiliates, or if it is in the business of providing services to enter into a relationship with or conduct business with oil and/or gas production companies similar to those provided by the Company or its affiliates, in the states in which actual or potential business or customer the Company operates at the time of Executive’s termination. c. Executive was involved with or had a relationship with or whose identity became known to acknowledges that this Section 7 survives the Executive in connection with the termination of Executive’s employment with and is enforceable by the Company at any time, regardless of whether the Executive continues to be employed by the Company. d. If any of Executive and the restrictive covenants set forth in paragraphs 12(a), (b) Company agree that this covenant not to compete is a reasonable covenant under the circumstances with respect to both scope and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceabilityduration, and a further agree that if in the opinion of any court of competent jurisdiction shall such restraint is not reasonable in any respect, such court will have the right, power and authority to modify, any excise or modify such restrictive provision or provisions of this covenant as to the extent necessary court will appear not reasonable and to render such provision enforceable, and enforce the remaining restrictive remainder of the covenant shall not be affected therebyas so amended. e. In the event of a violation of Executive agrees that any breach of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a)this Section 7 would irreparably injure the Company. Accordingly, (b) and (c) Executive agrees that the Company may, in addition to pursuing any other remedies it may have in equity, obtain an injunction against Executive from any court having jurisdiction over the matter restraining any further violation of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) Executive and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive cease making any payments otherwise required by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges and agrees with the Company that his services to the Company are unique in nature and that the Company would be irreparably damaged if Employee were to provide similar services to any person or entity competing with the Company or engaged in a similar business. Employee accordingly covenants and agrees with the Company that during the period commencing with the date of this Agreement and ending on the later to occur of: (i) April 30, 2002 and (ii) (A) the second anniversary of the nature date of the Company’s Business, and because, termination of Employee's employment with the Company if such termination arises as a result of his voluntary termination or retirement by 2 the Employee or termination by the Company for "Cause", or (B) the first anniversary of the date of termination of the Employee's employment with the CompanyCompany if such termination arises for any reason other than as provided in the preceding subparagraph 5(a) (ii) (A). Employee shall not, directly or indirectly, either for himself or for any other individual, corporation, partnership, joint venture of other entity, participate in any business (including without limitation any division, group or franchise of a larger organization) which engages or which proposes to engage in the business of providing diving services in the Gulf of Mexico or any other business actively engaged in by the Company on the date of termination of Employee's employment in the area or areas where the Company is conducting such business; PROVIDED that until such time as the Company waives in writing any rights it may have to enforce the terms of this Section 5 (the "Waiver), during the period commencing on the date of the termination of the Employee's employment with the Company and ending on the date on which either the noncompetition provisions contained in this Section 5 terminate or the Waiver is delivered to Employee, whichever is earlier, the Executive has been Company will pay to Employee an amount equal to Employee's base salary as of the date his employment was terminated (which will be paid over time in accordance with the salary payment schedule in effect from time to time for senior executives of the Company) and will continue during such time period executive shall be entitled to be exposed to Confidential Informationall insurance benefits received by other senior executives of the Company. For purposes of this Agreement, the Executive acknowledges that term "participate in" shall include without limitation having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture and other business entity (whether as a director, officer, manager, supervisor, employee, agent, consultant or otherwise) but not ownership of 2% or less of the capital stock of a public company. (b) Employee covenants and agrees with the Company would sustain grievous harm that during the period commencing with the date of this Agreement and ending on the later to occur of (i) April 30, 2002 and (ii) (A) the second anniversary of the date of termination of Employee's employment with the Company if such termination arises as a result of voluntary termination by the Company or for "Cause", or (B) the date which is 18 months following the termination of Employee's employment with the Company if such termination arises for any reason other than as provided in the event that he were to disclose Confidential Informationpreceding subparagraph 5(b) (ii) (A) above, engage in business activities that compete with the BusinessEmployee shall not, appropriate directly or divert business indirectly, for himself or customers for any other individual, corporation, partnership, joint venture or other entity, (x) make any offer of employment, solicit or hire any supervisor, employee of the Company or its affiliates and/or or induce employees or consultants attempt to induce any employee of the Company or its affiliates to leave the employment of the Company their employ or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment any way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Businessand any of their employees or (y) induce or attempt to induce any supplier, PROVIDED HOWEVERlicensee, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companylicensor, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or enticefranchisee, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor other business relation of the Company or its affiliates to leave cease doing business with them or terminate the employment or other relationship thereof, for in any reason. c. The Executive agrees that during the period of his employment way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where relationship between the Company or its affiliates is engaged in the Business, directly and any customer or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Companyrelation. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Businessbusiness, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Informationproprietary information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Informationproprietary information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information proprietary information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three one (31) years year following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United StatesCompany anywhere, Canada and including but not limited to, the People’s Republic of ChinaChina and the United States, where in which the Company or its affiliates is engaged in the Businessconducts its business; provided, PROVIDED HOWEVERhowever, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,0001,000,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3one(1) years year following the termination of his employment with the Company, for any reason, he will not, within the United Statesanywhere, Canada and including but not limited to, the People’s Republic of ChinaChina and the United States, where the Company in which theCompany or its affiliates is engaged in the Businessconducts its business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3one(1) years year following the termination of his employment with the Company, he will not, within the United Statesanywhere, Canada and including but not limited to, the People’s Republic of ChinaChina and the United States, where in which the Company or its affiliates is engaged in the Businessconducts its business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(aSections 13(a), (b) and (c) of this Agreement herein is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(aSections 13(a), (b) and (c) of this Agreementherein, if the Executive is prevented by a court court, arbitrator or arbitrator other judicial body from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(aSections 13(a), (b) and (c) of this Agreement herein shall be computed by commencing the periods on the date of the applicable court order of such court, arbitrator or arbitrators’ order other judicial body and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(aSections 13(a), (b) and (c) of this Agreement herein by providing the Company Board of Directors or the Compensation Committee with a written request for such a waiver that contains all relevant details. The Company Board of Directors or the Compensation Committee may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(aSections 13(a), (b) and (c) of this Agreement herein on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5Sections 6, 6 7 and 7 8 herein would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(aSections 13(a), (b) and (c) of this Agreementherein.

Non-Competition and Non-Solicitation. Because In consideration of Parent's and Acquisition Corp.'s agreement to enter into this Agreement and the nature of the Company’s BusinessAcquisition Agreement, and because, as a result of his employment condition thereto, each Principal Shareholder covenants and agrees as follows: (a) Each Principal Shareholder hereby acknowledges that it is or may be familiar with the CompanyCompanies' trade secrets and with other confidential information and such Principal Shareholder acknowledges and agrees that Parent, Acquisition Corp., the Executive has been Company and will continue their respective Subsidiaries would be irreparably damaged if it were to be exposed provide services to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm or otherwise participate in the event that he were to disclose Confidential Information, engage in business activities that compete of any person competing with the Business, appropriate or divert business or customers of the Company or any of its Subsidiaries in a similar business and that any such competition by such Principal Shareholder would result in a significant loss of goodwill by Parent, Acquisition Corp., the Company and their Subsidiaries. (b) From the date hereof through and including the date eighteen months after the Offer Payment Date, no Principal Shareholder or any of its affiliates and/or induce employees shall, directly or consultants of the Company indirectly, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or its affiliates to leave the employment of the Company otherwise), consult with, render services for, or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and any other manner engage, anywhere in the protection Restricted Territories in any business engaged directly or indirectly the ownership or operation of retail clothing stores or other sales outlets providing similar clothing goods and maintenance of the Confidential Information and of the good will and customer relationships of services as those provided by the Company and its affiliates. ThereforeSubsidiaries; provided that nothing herein shall prohibit (x) such Principal Shareholder or any of its affiliates from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation or (y) Xxxxxxx X. Xxxxxxxxxx from owning any interest in, the Executive hereby agrees managing, or controlling, participating in, consulting with, rendering services for, or engaging in any business; provided that during such eighteen-month period Xxxxxxx X. Xxxxxxxxxx shall not, directly or indirectly, own or have voting control over any retail clothing stores or other sales outlets providing similar clothing goods and covenants to be bound services as those provided by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment its Subsidiaries with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less more than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details20 stores. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.From the

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his their employment with the Company, the Executive has and other present and former employees of the Company have been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he or the Company's other present and former employees were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowhereinbelow, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than (US$100,000100,000.00). b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, reason he will not, within the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire hire, or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit solicit, any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to not enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s 's employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ ' order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a11(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a11(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 5 and 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s 's covenants and promises set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business, and because, as a result of his their employment with the Company, the Executive has and other present and former employees of the Company have been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he or the Company's other present and former employees were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowhereinbelow, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than (US$100,000100,000.00). b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada States and the People’s 's Republic of China, China where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit solicit, any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s 's employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ ' order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a11(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a11(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 5 and 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s 's covenants and promises set forth in paragraphs 12(a11(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because 4.1 The Employee agrees and undertakes that she will not, for so long as this Agreement is in effect and for a period of one (1) year thereafter (the nature “Non-Competition Period”), compete or to assist others to compete, whether directly or indirectly, with the business of the Company’s Business, and because, as a result conducted prior to the date the Employee ceases to be employed by the Company. 4.2 The Employee further agrees and undertakes that during the Non-Competition Period, she will not directly or indirectly solicit any business which is similar to the Company’s business from individuals or entities that are customers, suppliers or contractors of his employment with the Company, any of its subsidiaries or affiliates, without the Executive has been prior written consent of the CEO. 4.3 The Employee further agrees and undertakes that during the Non-Competition Period, without the prior written consent of the CEO, she will continue not offer to employ, in any way directly or indirectly solicit or seek to obtain or achieve the employment by any business or entity of, employ, any person employed by either the Company, its subsidiaries, affiliates, or any successors or assigns thereof. 4.4 The Parties hereto agree that the duration and area for which the covenants set forth in this Section 4 are to be exposed effective are necessary to Confidential Information, protect the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships interests of the Company and its affiliatesdevelopment efforts and accordingly are reasonable, in terms of their geographical and temporal scope. ThereforeIn the event that any court determines that the time period and/or area are unreasonable and that such covenants are to that extent unenforceable, the Executive hereby agrees Parties hereto agree that such covenants shall remain in full force and covenants to be bound by effect for the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a greatest period of three (time and in the greatest geographical area that would not render them unenforceable. In addition, the Employee acknowledges and agrees that a breach of Sections 3) years following the termination of his employment with , 4 or 5 hereof, may cause irreparable harm to the Company, he its subsidiaries, and/or affiliates and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where that the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause entitled to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) specific performance of this Agreement is held to be invalidor an injunction without proof of special damages, illegal together with the costs and reasonable attorney’s fees and disbursements incurred by the Company in enforcing its rights under Sections 3, 4 or unenforceable (in whole or in part)5. The Employee acknowledges that the compensation and benefits she receives hereunder are paid, such restrictive covenant shall be deemed modified to the extentinter alia, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date as consideration for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants her undertakings contained in paragraphs 12(a)Sections 3, (b) 4 and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing5. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Each of ADR and Germinario agree that, in consideration of the nature options granted pursuant to the Option Agreement, during the Non-Competition Period (as defined below), without the prior written consent of the Company’s Business, and becausethey shall not: (i) be a principal, as a result manager, agent, consultant officer, director or employee of, or, directly or indirectly, own more than one (1%) percent of his employment any class or series of equity securities in, any partnership, corporation or other entity, except for Germinario's relationship with ADR, which, now or at such time, has material operations which are engaged in any business activity competitive (directly or indirectly) with the business of the Company, and (ii) on behalf of any competing entity, directly or indirectly, have any dealings or contact with any suppliers or customers of the Executive has been and will continue to be exposed to Confidential InformationCompany; provided, the Executive acknowledges however, that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete nothing contained herein shall prohibit ADR from continuing relationships it had with the Business, appropriate or divert business suppliers or customers of the Company or its affiliates and/or induce employees or consultants prior to the effective date of this Agreement so long as such relationships do not otherwise violate the provisions of this Agreement. (b) During the Non-Competition Period, each of ADR and Germinario agrees that, without the prior written consent of the Company (and other than on behalf of the Company), they shall not, on his own behalf or its affiliates to leave on behalf of any person or entity, directly or indirectly hire or solicit the employment of any employee who has been employed by the Company at any time during the six (6) months immediately preceding such date of hiring or its affiliates. The Executive acknowledges solicitation. (c) ADR, Germinario and the Company agree that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance covenants of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition noncompetition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable covenants under the circumstances, and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees thatfurther agree that if, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic opinion of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to modify, any such restrictive covenant to the extent necessary to render excise or modify such provision enforceable, or provisions of these covenants as the court determines are not reasonable and to enforce the remaining restrictive covenant shall not be affected thereby. e. In the event remainder of a violation of these covenants as so amended. ADR and Germinario agree that any breach of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a)this Section 8 would irreparably injure the Company. Accordingly, (b) ADR and (c) of this Agreement by providing the Company with a written request for such a waiver Germinario agree that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in addition to pursuing any other remedies it may have in law or in equity, may obtain an injunction against ADR and Gerninario from any court having jurisdiction over the absence of the Executive’s covenants and promises set forth in paragraphs 12(a)matter, (b) and (c) restraining any further violation of this AgreementSection 8. (d) The provisions of this Section 8 shall extend for the Term and survive the termination of this Agreement for six months from the date of such termination (herein referred to as the "Non-Competition Period").

Non-Competition and Non-Solicitation. Because In consideration of the nature of the Company’s Business, and because, as a result of his employment with the CompanyEmployment, the Executive has been and will continue to be exposed to Confidential Information, agrees that during the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers term of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company Employment and for a period of three two (32) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly Employment for whatever reason: (whether through related persons, entities or otherwisea) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Companywill not approach suppliers, for any reasonclients, he will not, within the United States, Canada and the People’s Republic of China, where the Company customers or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor contacts of the Company or its affiliates other persons or entities introduced to leave the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing business with such persons or terminate entities which will harm the business relationship between the Company and such persons and/or entities; (b) unless expressly consented to by the Company, the Executive will not assume employment with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, any Competitor; and (c) unless expressly consented to by the Company, the Executive will not seek directly or indirectly, by the offer of alternative employment or other relationship thereofinducement whatsoever, for to solicit the services of any reason. c. The Executive agrees that during the period employee of his employment with the Company and for a period employed as at or after the date of three (3) years following the termination of his employment with the Companysuch termination, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any year preceding such termination. In consideration of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company shall pay, through its designated subsidiary or its affiliatesaffiliated entity, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known compensation to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held an aggregate amount equal to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence % of the Executive’s covenants annual base salary for the last year prior to the termination of the Employment, in equal installments on a monthly basis after the termination of the Employment. The provisions contained in this Section 11 are considered reasonable by the Executive and promises set forth in paragraphs 12(a)the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, (b) such provisions shall apply with such modification as may be necessary to make them valid and (c) effective. This Section 11 shall survive the termination of this AgreementAgreement for any reason. In the event the Executive breaches this Section 11, the Executive acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek all remedies permissible under applicable law.

Non-Competition and Non-Solicitation. Because In consideration of Parent's and Acquisition Corp.'s agreement to enter into this Agreement and the nature of the Company’s BusinessAcquisition Agreement, and because, as a result of his employment condition thereto, each Principal Shareholder covenants and agrees as follows: (a) Each Principal Shareholder hereby acknowledges that it is or may be familiar with the CompanyCompanies' trade secrets and with other confidential information and such Principal Shareholder acknowledges and agrees that Parent, Acquisition Corp., the Executive has been Company and will continue their respective Subsidiaries would be irreparably damaged if it were to be exposed provide services to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm or otherwise participate in the event that he were to disclose Confidential Information, engage in business activities that compete of any person competing with the Business, appropriate or divert business or customers of the Company or any of its Subsidiaries in a similar business and that any such competition by such Principal Shareholder would result in a significant loss of goodwill by Parent, Acquisition Corp., the Company and their Subsidiaries. (b) From the date hereof through and including the date eighteen months after the Offer Payment Date, no Principal Shareholder or any of its affiliates and/or induce employees shall, directly or consultants of the Company indirectly, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or its affiliates to leave the employment of the Company otherwise), consult with, render services for, or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and any other manner engage, anywhere in the protection Restricted Territories in any business engaged directly or indirectly the ownership or operation of retail clothing stores or other sales outlets providing similar clothing goods and maintenance of the Confidential Information and of the good will and customer relationships of services as those provided by the Company and its Subsidiaries; provided that nothing herein shall prohibit (x) such Principal Shareholder or any of its affiliates from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation or (y) Jeffrey A. Goodfriend from owning any interest in, managing, xx xxxxxxxxxxx, xxxxicipating in, consulting with, rendering services for, or engaging in any business; provided that during such eighteen-month period Jeffrey A. Goodfriend shall not, directly or indirectly, own xx xxxx xxxxxx xxxxxol over any retail clothing stores or other sales outlets providing similar clothing goods and services as those provided by the Company and its Subsidiaries with more than 20 stores. From the date hereof through and including the third anniversary of the Offer Payment Date, no Principal Shareholder or any of its affiliates shall, directly or indirectly, use the name "Goodfriend," "Goody's," or any derivative thereof or Robert X. Xxxxxxxend's or his immediate family members' namex xx xxxxxxxxxx xx xxx business. From and after the date hereof, no Principal Shareholder shall, directly or indirectly, use the name "Goody's" in any business in the clothing industry so long as the Company or any of its affiliates, successors or assigns is then using such name. ThereforeFor purposes of this Agreement, "Restricted Territories" shall mean the Executive hereby agrees States of Alabama, Arizona, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Kansas, Louisiana, Missouri, Mississippi, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia and covenants any other state the Company or any of its Subsidiaries currently proposes to conduct business. Each Principal Shareholder acknowledges that the Company's and its Subsidiaries' businesses has been conducted or is presently proposed to be bound by conducted throughout the non-competition Restricted Territories and non-solicitation that the geographic restrictions set forth herein below, which restrictions the Executive agrees and acknowledges above are reasonable and necessary and do not impose undue hardship or burdens on to protect the Executive. a. The Executive agrees that, during his employment with the Company and for a period goodwill of three (3) years following the termination of his employment with the Company, he 's and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000Subsidiaries' businesses. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Dming the Tetm and for two years after the termination of the nature this Agreement for any reason, or, if a court of the Company’s Businesscompetent jurisdiction determines that two years is overbroad, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and then for a period of three (3) years following one year after the termination of this Agreement for any reason, Executive shall not carry on in the United States of America, or, if a cou11of competent jmisdiction determines that the United States of America is overbroad, then in any U.S. State in which Company is doing business as of the Termination Date, or, if a cou11of competent jurisdiction determines any State in which Company is doing business as of the Te1mination Date is overbroad, then in any U.S. State in which Executive rendered se1vices to the Company within the last twelve (12) months of his employment by Company, directly or indirectly, either for himself or as a member of any partnership, or as a stockholder, director, officer, agent, or employee of another person, firm, or cotporation, or otherwise, any business that directly competes with the Company"Business" being canied on by Company (or its successors or assigns) as of the Termination Date; provided however that this Section shall not be violated if Company acknowledges in writing, he which acknowledgement shall not be Ullfeasonably withheld, that such business does not so compete. (b) Dming the Term and his affiliates for two years after the termination ofthis Agreement for any reason, or, if a comt of competent jurisdiction determines that two years is overbroad, then for a period of one year after the tetmination of this Agreement for any reason, Executive shall not directly or indirectly ownindirectly, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, (i) engage or participate in, contract with or be connected in any capacity way in actions or activities that in any manner with any person way are deleterious to the interests, business, or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic reputation of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three ; (3ii) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer employee of the Company or its affiliatesAffiliates to leave its employ, to terminate or adversely modify its relationship in any way interfere with the relationship between Company or its affiliatesAffiliates and any employee; (iii) hire or attempt to hire any person who is or was, during the three months prior to the Termination Date employed by Company or any of its Affiliates; or (iv) induce or attempt to induce any customer, client, or to enter into a relationship other business relation with or conduct business with the Company or its affiliatesAffiliates, which actual in either case, as applicable, to cease doing business with Company or potential its Affiliates or reduce the amount of business done with Company or customer the Executive was involved with its Affiliates, or had a relationship with in any way intetfere or whose identity became known attempt to the Executive in connection intetfere with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, relationship between any such restrictive covenant to the extent necessary to render such provision enforceablecustomer, client, or business relation and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court Company or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extentAffiliates, as itthe case may be (including, in its sole discretionwithout limitation, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the making any negative or disparaging statements about Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(aits Affiliates and/or their current or former employees), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) In consideration of the nature base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the CompanyEmployment and for a period of one year following the termination of the Employment for whatever reason: (i) The Executive will not approach clients, customers or contacts of the Company or other persons or entities introduced to the Executive in the Executive’s Business, and because, capacity as a result representative of his employment the Company for the purposes of doing business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; (ii) unless expressly consented to by the Company, the Executive has been will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination. (b) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that during the term of the Employment and for a period of one year thereafter (except in the event of a Termination by the Company without cause pursuant to Section 7(b) or in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c)), following the termination of the Employment for whatever reason, unless expressly consented to by the Company, the Executive will continue not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. (c) In consideration of the base salary provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive agrees that in the event of a Termination by the Company without cause pursuant to Section 7(b) or in the event of a Termination by the Executive for Good Reason pursuant to Section 7(c), then during the term of the Employment and for the period of the duration of the severance pay described in Section 7(e)(1), Section 7(e)(2) or Section 7(e)(3), as appropriate, unless expressly consented to by the Company, the Executive will not assume employment with or provide services for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor. The provisions contained in this Section 9 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good there will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest no adequate remedy at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceablelaw, and the remaining restrictive covenant Company shall not be affected thereby. e. entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseevent, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive Company shall have the right to request a waiver of seek any and all remedies permissible at law or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingequity. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business(a) The Executive agrees and acknowledges that, and because, as a result of in connection with his employment with the Company, the Executive he has been and will continue to be exposed provided with access to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were and become familiar with confidential and proprietary information and trade secrets belonging to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliatesAffiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive further acknowledges and agrees that, during his given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a Competitive Business in any position comparable to the position he will hold with the Company and for a period of three (3) years following the termination of his employment with the Companyunder this Agreement. Accordingly, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period consideration of his employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive agrees that, while he is in the employ of the Company and for a period one (1) year after the date that the Executive ceases to be an Executive of three (3) years following the termination of his employment with the Company, for any reason, he Executive will not, within without the United Statesprior written consent of Company, Canada and for his own account or jointly with another, for or on behalf of any person, as principal, agent, shareholder, participant, partner, promoter, director, officer, manager, Executive, consultant, sales representative or otherwise: (i) provide services the People’s Republic same as or substantially similar to those Executive provided while employed by Company to any business engaged, or which he reasonably knows is undertaking to become engaged, in a business that is in competition with the Business of China, where the Company or its affiliates is engaged Affiliates (a “Competitive Business”) in any jurisdiction in the Businessworld where the Company does business; provided that Executive may purchase or otherwise acquire up to (but not in excess of) 2% of any class of securities of any Person, including a Competitive Business (but without otherwise participating in the activities of such Person), if such securities are listed on any national or regional securities exchange; (ii) directly or indirectly solicit, or assist in the solicitation of, any Person or entity to whom the Company or any Affiliate sold or licensed or provided any products or services on, or during the two (2) year period prior to, the date of termination of employment, and with whom the Executive had contact with, solicited, provided services for, received services from, or gained substantive knowledge of during the six (6) months immediately prior to the Executive’s last day of employment, for the purpose of obtaining the patronage of such Person for the purchase of any competitive products or services; (iii) directly or indirectly solicit, interfere with, disturb, or attempt to solicit, interfere with or disturb, directly or indirectly, the relationship (contractual or otherwise) with any Person who is, as of the date of termination of employment, or was within two (2) years prior to the date of termination of employment, a supplier of the Company or any Affiliate, including any actively sought prospective supplier of the Company or any Affiliate, and with whom the Executive had contact with, solicited, provided services for, received services from, or gained substantive knowledge of during the six (6) months immediately prior to the Executive’s last day of employment, for the purpose of inducing such supplier to cease doing business with the Company or any Affiliate; or (iv) directly or indirectly recruit, inducesolicit, divert, supervise, employ, manage, hire or enticeencourage, or cause assist in the solicitation of, for the purpose of offering employment to be recruited, induced, diverted, supervised, employed, managed, hired or enticedhiring, any employee, consultant or independent contractor of Person employed by the Company or its affiliates any Affiliate (as an Executive, independent contractor or otherwise) unless, prior to leave any such solicitation, such person is no longer employed or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where engaged by the Company or its affiliates is engaged in any Affiliate. (b) The parties agree that the Businessrelevant public policy aspects of covenants not to compete and not to solicit have been discussed, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another and that every effort has been made to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from limit the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer restrictions placed upon the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with those that are reasonable and necessary to protect the Company. d. If any of ’s legitimate interests. The Executive acknowledges that, based upon his education, experience, and training, these non-compete and non-solicit provisions will not prevent him from earning a livelihood and supporting himself and his family during the relevant time period. The Executive further acknowledges that a narrower geographic limitation on the restrictive covenants than that set forth in paragraphs 12(a), (b) and above would not adequately protect the Company’s legitimate business interests. (c) If any provision of this Agreement Section 3.1, or the application of such provision to any Person or circumstance is held to be invalid, illegal or unenforceable (in whole any respect by a court or in part)other tribunal of competent jurisdiction, such restrictive covenant shall provision will, without any actions on the part of the parties to this Agreement, be deemed modified to the extent, but only least extent necessary to cause such provision to conform to the extentlaw as determined by such court or other tribunal, of and such invalidity, illegality or unenforceability, and a court unenforceability will not affect any other provision of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected therebythis Agreement. e. In (d) The restrictions contained in Section 3.1 are necessary for the protection of the business, goodwill and Confidential Information of the Company and its Affiliates and are considered by the Executive to be reasonable for such purposes. The Executive agrees that any material breach of Section 3.1 will cause the Company and its Affiliates substantial and irrevocable damage and therefore, in the event of a violation of any of the restrictive covenants set forth such breach, in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseaddition to such other remedies which may be available, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive Company shall have the right to request seek specific performance and injunctive relief, cease any severance payments being made to the Executive, and/or recover severance payments already made. (e) The existence of a waiver claim, charge, or cause of all or part action by the Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants contained in paragraphs 12(a), covenants. (bf) and (c) The provisions of this Section 3.1 shall survive termination of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part and apply regardless of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that reason for the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence termination of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementemployment.

Non-Competition and Non-Solicitation. Because of the nature of the Company’s Business(a) The Executive agrees and acknowledges that, and because, as a result of his in connection with her employment with the Company, the Executive she has been and will continue to be exposed provided with access to Confidential Informationand become familiar with confidential and proprietary information and trade secrets belonging to the Company and its Affiliates. The Executive further acknowledges and agrees that, given the nature of this information and trade secrets, it is likely that such information and trade secrets would inevitably be used or revealed, either directly or indirectly, in any subsequent employment with a Competitive Business in any position comparable to the position she will hold with the Company under this Agreement. Accordingly, in consideration of her employment with the Company pursuant to this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive acknowledges agrees that, while she is in the employ of the Company and for two (2) years after the date that the Executive ceases to be an Executive of the Company, Executive will not, without the prior written consent of Company, for her own account or jointly with another, for or on behalf of any person, as principal, agent, shareholder, participant, partner, promoter, director, officer, manager, Executive, consultant, sales representative or otherwise: (i) provide services the same as or substantially similar to those Executive provided while employed by Company would sustain grievous harm to any business engaged, or which she reasonably knows is undertaking to become engaged, in the event a business that he were to disclose Confidential Information, engage is in business activities that compete competition with the Business, appropriate or divert business or customers Business of the Company or its affiliates and/or induce employees Affiliates (a “Competitive Business”) in any jurisdiction in the world where the Company does business; provided that Executive may purchase or consultants otherwise acquire up to (but not in excess of) 2% of any class of securities of any Person, including a Competitive Business (but without otherwise participating in the activities of such Person), if such securities are listed on any national or regional securities exchange; (ii) solicit, or assist in the solicitation of, any Person or entity to whom the Company or any Affiliate sold or licensed or provided any products or services on, or during the two (2) year period prior to, the date of termination of employment, and with whom the Executive had contact with, solicited, provided services for, received services from, or gained substantive knowledge of during the six (6) months immediately prior to the Executive’s last day of employment, for the purpose of obtaining the patronage of such Person for the purchase of any competitive products or services; (iii) solicit, interfere with, disturb, or attempt to solicit, interfere with or disturb, directly or indirectly, the relationship (contractual or otherwise) with any Person who is, as of the date of termination of employment, or was within two (2) years prior to the date of termination of employment, a supplier of the Company or its affiliates to leave the employment any Affiliate, including any actively sought prospective supplier of the Company or its affiliatesany Affiliate, and with whom the Executive had contact with, solicited, provided services for, received services from, or gained substantive knowledge of during the six (6) months immediately prior to the Executive’s last day of employment, for the purpose of inducing such supplier to cease doing business with the Company or any Affiliate; or (iv) solicit, or assist in the solicitation of, for the purpose of offering employment to or hiring, any Person employed by the Company or any Affiliate (as an Executive, independent contractor or otherwise) unless, prior to any such solicitation, such person is no longer employed or engaged by the Company or any Affiliate. (b) The parties agree that the relevant public policy aspects of covenants not to compete and not to solicit have been discussed, and that every effort has been made to limit the restrictions placed upon the Executive to those that are reasonable and necessary to protect the Company’s legitimate interests. The Executive acknowledges that, based upon her education, experience, and training, these non-compete and non-solicit provisions will not prevent her from earning a livelihood and supporting himself and her family during the relevant time period. The Executive further acknowledges that a narrower geographic limitation on the Company has a restrictive covenants than that set forth above would not adequately protect the Company’s legitimate business interest interests. (c) If any provision of this Section 3.1, or the application of such provision to any Person or circumstance is held invalid, illegal or unenforceable in protecting itself from any respect by a court or other tribunal of competent jurisdiction, such provision will, without any actions on the aforementioned harm part of the parties to this Agreement, be modified to the least extent necessary to cause such provision to conform to the law as determined by such court or other tribunal, and such invalidity, illegality or unenforceability will not affect any other provision of this Agreement. (d) The restrictions contained in Section 3.1 are necessary for the protection and maintenance of the business, goodwill and Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, Affiliates and are considered by the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. purposes. The Executive agrees that during the period any material breach of his employment with Section 3.1 will cause the Company and for a period of three (3) years following the termination of his employment with the Companyits Affiliates substantial and irrevocable damage and therefore, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth such breach, in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwiseaddition to such other remedies which may be available, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive Company shall have the right to request seek specific performance and injunctive relief, cease any severance payments being made to the Executive, and/or recover severance payments already made. (e) The existence of a waiver claim, charge, or cause of all or part action by the Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants contained in paragraphs 12(a), covenants. (bf) and (c) The provisions of this Section 3.1 shall survive termination of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part and apply regardless of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that reason for the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence termination of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreementemployment.

Non-Competition and Non-Solicitation. Because of Grantee expressly covenants and agrees that during the nature of the Company’s Business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound period Grantee is engaged by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years one year following the termination end of his employment Grantee’s engagement with the CompanyCompany (the “Prohibited Period”), he and his affiliates shall not Grantee will refrain from carrying on or engaging in, directly or indirectly indirectly, any Competing Business in the Restricted Area and Grantee will not, and Grantee will cause Grantee’s affiliates not to, directly or indirectly, own, manage, operate, controljoin, be employed by, consult for, be a shareholder become an employee of, be partner in, owner or member of (or an officer ofindependent contractor to), control or participate in, contract be connected with or loan money to, sell or lease equipment or property to, or otherwise be connected affiliated with any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area. “Competing Business” means any business, individual, partnership, firm, corporation or other entity which wholly or in any capacity or significant part engages in any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete competing with the Business anywhere in the United StatesRestricted Area; “Restricted Area” means Europe, Canada North America and the People’s Republic Commonwealth of ChinaIndependent States; and “Business” means the provision of software engineering and software development services, where as such business may be expanded or altered by the Company during the period of Grantee’s engagement by the Company; provided, that any business or its affiliates endeavor shall cease to be the “Business” if the Company is not or ceases to be engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive business or endeavor. Grantee further expressly covenants and agrees that during the period of his employment with Prohibited Period, Grantee shall not, directly or indirectly, encourage, solicit or induce any (i) individual who is then or has been within six (6) months prior thereto employed by or providing consulting services to, the Company and for a period to terminate such employment or services; provided, that the foregoing shall not be violated by general advertising not targeted at employees or consultants of three the Company; (3ii) years following Customer, supplier, licensee or other business relation of the termination Company to cease doing business with or materially reduce the amount of his employment business conducted with the Company, for or (iii) in any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment way interfere with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, between any such restrictive covenant to the extent necessary to render such provision enforceablecustomer, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a)supplier, (b) and (c) of this Agreement, if the Executive is prevented by a court licensee or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.business relation

Non-Competition and Non-Solicitation. Because In consideration of the nature salary paid to the Executive by the Company and the Group, the Executive agrees that during the term of the Employment and for a period of twelve (12) months following the termination of the Employment for whatever reason: (a) The Executive will not approach clients, investors, customers or contacts of the Company or the Group, users of the Company’s Businessor the Group’s services, and because, or other persons or entities introduced to the Executive in the Executive’s capacity as a result representative of his the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities; (b) the Executive will not assume employment with the Companyor provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and (c) the Executive has been will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or in the twelve (12) months preceding such termination. The provisions contained in Section 11 are considered reasonable by the Executive in order to protect the legitimate business interests of Company and will continue the Group. In the event that any such provisions should be found to be exposed void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to Confidential Informationmake them valid and effective. This Section 10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 11, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Informationthere will be no adequate remedy at law, engage in business activities that compete with the Business, appropriate or divert business or customers of and the Company or its affiliates the applicable member of the Group shall be entitled to injunctive relief and/or induce employees or consultants of a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company or its affiliates to leave the employment applicable member of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction Group shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of seek all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingremedies permissible under applicable law. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Employee acknowledges that during the course of Employee’s employment Employee will receive confidential and proprietary information from and concerning the nature Company. Employee also acknowledges that the Company will make substantial investments in the development of the Company’s Businessgoodwill and in Employee’s professional development. The capital expended to develop this goodwill directly benefits Employee and should continue to do so in the event that the relationship between the Company and Employee is terminated. Likewise, the Company has conferred and becausewill confer a direct economic benefit on Employee. Employee agrees that the Company is entitled to protect these business interests and investments and to prevent Employee from using or taking advantage of the foregoing economic benefits to the Company’s detriment. (b) Employee agrees that, as a result except for services and duties performed for or on behalf of his the Company according to this Agreement, Employee will not, during the period of Employee’s employment with the Company, and for a period (the Executive has been and will continue to be exposed to Confidential Information“Restricted Period”) of one (1) year immediately following the termination of Employee’s employment under this Agreement, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation, association, enterprise, venture or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer, lender or in a managerial capacity, whether as an employee, independent contractor, agent, consultant or advisor or as a sales representative, or similar business in direct competition with those aspects of the Executive acknowledges that business of the Company would sustain grievous harm or any subsidiary of the Company, with which Employee has had any involvement, within United States of America, Canada and all other countries in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or which customers of the Company have access to the world wide web (the “Territory”); Private & Confidential 3 (ii) solicit any person who is, at that time, or its affiliates and/or induce employees who has been within one (1) year prior to that time, an employee of the Company for the purpose or consultants with the intent of enticing such employee away from or out of the employ of the Company; (iii) solicit any person or entity which is, at that time, or which has been within one (1) year prior to that time, a customer, doctor, service provider or supplier of the Company for the purpose of soliciting or selling products or services in direct competition with those aspects of the business of the Company or its affiliates to leave the employment any subsidiary of the Company with which Employee has had any involvement, within the Territory; or (iv) solicit any prospective acquisition candidate, on Employee’s own behalf or its affiliateson behalf of any competitor or potential competitor, which candidate was, to Employee’s knowledge, either called upon by the Company or for which the Company made an acquisition analysis, for the purpose of acquiring such entity. The Executive acknowledges Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit Employee from acquiring as an investment not more than five percent (5%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (c) In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which they would have no other adequate remedy, Employee agrees that in the event of breach by Employee of the foregoing covenant, the Company shall be entitled to specific performance of this provision and co-injunctive and other equitable relief. (d) It is agreed by the parties that the Company has foregoing covenants in this paragraph 4 impose a legitimate business interest reasonable restraint on Employee in protecting itself from the aforementioned harm and in the protection and maintenance light of the Confidential Information activities and business of the good will Company on the date of the execution of this Agreement and customer relationships the current plans of the Company and its affiliates. ThereforeEmployee that such covenants be construed and enforced in accordance with the changing activities, business and locations of the Executive hereby agrees Company throughout the term of this Agreement, whether before or after the date of termination of the employment of Employee. (e) All of the covenants in this paragraph 4 shall be construed as an agreement independent of any other provision in this Agreement, and covenants the existence of any claim or cause of action of Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to be bound the enforcement by the non-competition and non-solicitation restrictions set forth herein belowCompany of such covenants. Further, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following this paragraph 4 shall survive the termination of his employment with the Company, he this Agreement and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known to the Executive in connection with the ExecutiveEmployee’s employment with the Company. d. If any . It is specifically agreed that the period of one (1) year following termination of employment stated at the restrictive covenants set forth in paragraphs 12(a), (b) and (c) beginning of this Agreement is held to be invalidparagraph 4, illegal or unenforceable (during which the agreements and covenants of Employee made in whole or in part), such restrictive covenant this paragraph 4 shall be deemed modified to the extenteffective, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date excluding from such computation any time during which Employee is in violation of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) any provision of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writingparagraph 4. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) During the Term and for two years after the termination of the nature this Agreement for any reason, or, if a court of the Company’s Businesscompetent jurisdiction dete1mines that two years is overbroad, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and then for a period of three (3) years following one year after the termination of this Agreement for any reason, Executive shall not carry on in the United States of America, or, if a comt of competent jurisdiction dete1mines that the United States of America is overbroad, then in any U.S. State in which Company is doing business as of the Termination Date, or, if a court of competent jurisdiction determines any State in which Company is doing business as of the Termination Date is overbroad, then in any U.S. State in which Executive rendered services to the Company within the last twelve (12) months of his employment by Company, directly or indirectly, either for himself or as a member of any partnership, or as a stockholder, director, officer, agent, or employee of another person, firm, or corporation, or othe1wise, any business that directly competes with the Company"Business" being carried on by Company (or its successors or assigns) as of the Termination Date; provided however that this Section shall not be violated if Company acknowledges in writing, he which acknowledgement shall not be unreasonably withheld, that such business does not so compete. (b) During the Term and his affiliates for two years after the termination of this Agreement for any reason, or, if a court of competent jurisdiction determines that two years is overbroad, then for a period of one year after the termination of this Agreement for any reason, Executive shall not directly or indirectly ownindirectly, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with (i) engage or be connected pa•ticipate in any capacity way in actions or activities that in any manner with any person way are deleterious to the interests, business, or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic reputation of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruit, induce, divert, supervise, employ, manage, hire or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period of his employment with the Company and for a period of three ; (3ii) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business or customer employee of the Company or its affiliatesAffiliates to leave its employ, to terminate or adversely modify its relationship in any way interfere with the relationship between Company or its affiliatesAffiliates and any employee; (iii) hire or attempt to hire any person who is or was, during the three months prior to the Termination Date employed by Company or any of its Affiliates; or (iv) induce or attempt to induce any customer, client, or to enter into a relationship other business relation with or conduct business with the Company or its affiliatesAffiliates, which actual in either case, as applicable, to cease doing business with Company or potential its Affiliates or reduce the amount of business done with Company or customer the Executive was involved with its Affiliates, or had a relationship with in any way interfere or whose identity became known attempt to the Executive in connection interfere with the Executive’s employment with the Company. d. If any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement is held to be invalid, illegal or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modify, relationship between any such restrictive covenant to the extent necessary to render such provision enforceablecustomer, client, or business relation and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court Company or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extentAffiliates, as itthe case may be (including, in its sole discretionwithout limitation, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the making any negative or disparaging statements about Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(aits Affiliates and/or their current or former employees), (b) and (c) of this Agreement.

Non-Competition and Non-Solicitation. Because (a) Except as it relates to activities described in Section 3(c)(i) and (ii) hereunder, Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 5) and Executive agrees that, during the Term he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business that is directly or indirectly competitive with the Company’s business, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be worldwide ; provided, however, that if a Person’s business has multiple lines or segments, some of which are not competitive with the Company’s business, nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of a Person’s business that is not competitive with the Company’s business. Executive acknowledges that, due to the unique nature of the Company’s Business, and because, as a result of his employment with the Companybusiness, the Executive has been loss of any of its clients or business flow or the improper use of its Confidential and will continue Proprietary Information could create significant instability and cause substantial damage to be exposed to Confidential Information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose Confidential Information, engage in business activities that compete with the Business, appropriate or divert business or customers of the Company or and its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that and therefore the Company has a legitimate business interest in protecting itself from the aforementioned harm continuity of its business interests and in the protection restriction herein agreed to by Executive narrowly and maintenance fairly serves such an important and critical business interest of the Confidential Information and Company. Notwithstanding the foregoing, nothing contained in this Section 6(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the securities of any corporation or other entity, some or all of the good will and customer relationships activities of which are competitive with the business of the Company and its affiliates. Thereforeso long as such securities do not, in the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein belowaggregate, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship constitute more than three percent (3%) of any class or burdens on the Executiveseries of outstanding securities of such corporation or other entity. a. The Executive agrees that, during his employment with (b) During the Company Term and for a period of three (3) years following the termination of his employment with the Company12 months thereafter, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise) compete with the Business anywhere in the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in the Business, directly or indirectly recruitindirectly, induce, divert, supervise, employ, manage, hire without the prior written consent of the Company: (i) solicit or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, induce any employee, consultant or independent contractor employee of the Company or any of its affiliates subsidiaries to leave or terminate the employment or other relationship thereof, for any reason. c. The Executive agrees that during the period employ of his employment with the Company and for a period of three (3) years following the termination of his employment with the Company, he will not, within the United States, Canada and the People’s Republic of China, where the Company or its affiliates is engaged in such subsidiaries; or (ii) with respect to Corporate Opportunities, solicit the Businessbusiness of any agent, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do any of the foregoing, or otherwise induce or attempt to induce any actual or potential business client or customer of the Company or any of its affiliates, subsidiaries with respect to terminate products or adversely modify its relationship services similar to and competitive with those provided or supplied by the Company or any of its affiliatessubsidiaries. (c) Executive and Company mutually agree that both during the Term and at all times thereafter, neither party shall directly or indirectly disparage, whether or not true, the name or reputation of the other party, and in the case of the Company including any officer, director or material shareholder of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude the parties hereto or their successors from making truthful statements in the proper performance of their jobs or that are required by applicable law, regulation or legal process, and the parties shall not violate this provision in making truthful statements in response to disparaging statements made by the other party. (d) In the event that Executive materially breaches any provisions of Section 5 or this Section 6, or to enter into a relationship with or conduct business with the Company materially breaches the provisions of Section 6(c), then, in addition to any other rights which the Company may have, the Company shall be entitled to seek injunctive relief to enforce the restrictions contained in such Sections which injunctive relief shall be in addition to any other rights or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known remedies available to the Executive Company under the law or in connection with the Executive’s employment with the Companyequity. d. (e) The right and remedy enumerated in Section 6(d) shall be independent of and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If any of the restrictive covenants set forth contained in paragraphs 12(a)this Section 6, (b) and (c) or any part of any of them, is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the covenants contained in this Agreement Section 6 is held to be invalid, illegal invalid or unenforceable (in whole or in part), such restrictive covenant shall be deemed modified to because of the extent, but only to the extent, duration of such invalidityprovision or the area covered thereby, illegality or unenforceability, and a the parties agree that the court of competent jurisdiction making such determination shall have the power to modify, reduce the duration and/or area of such provision and in its reduced form such provision shall then be enforceable. No such holding of invalidity or unenforceability in one jurisdiction shall bar or in any such restrictive covenant way affect the Company’s right to the extent necessary relief provided in this Section 6 or otherwise in the courts of any other state or jurisdiction within the geographical scope of such covenants as to render breaches of such provision enforceablecovenants in such other respective states or jurisdictions, such covenants being, for this purpose, severable into diverse and the remaining restrictive covenant shall not be affected therebyindependent covenants. e. (f) In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, Executive shall not urge as a violation defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies that may be available. Executive agrees that he shall not raise in any proceeding brought to enforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit his ability to earn a living. (g) The provisions of this Section 6 shall survive any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) termination of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from provided that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company may, in has not breached its sole discretion, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must be in writing. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of obligations under this Agreement.

Non-Competition and Non-Solicitation. Because (a) During the term of the nature of the Company’s Business, and because, as a result of his employment my Engagement with the Company, and for one (1) year thereafter (the Executive has been and “Restricted Period”), I will continue to not carry on or otherwise be exposed to Confidential Informationconcerned with or interested in (whether as trustee, the Executive acknowledges that the Company would sustain grievous harm principal, agent, shareholder, unit holder or in the event that he were to disclose Confidential Information, engage in any other capacity) any business activities that compete or undertaking directly competitive with the Business, appropriate or divert business or customers of the Company or its affiliates and/or induce employees or consultants Group Companies at the date of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business interest in protecting itself from the aforementioned harm and in the protection and maintenance of the Confidential Information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the Executive. a. The Executive agrees that, during his employment with the Company and for a period of three (3) years following the termination of his employment with this Agreement (the Company, he and his affiliates shall not directly or indirectly own, manage, operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any capacity or any manner with any person or entity whose business activities directly or indirectly (whether through related persons, entities or otherwise“Business”) compete with the Business anywhere in the United States, Canada and territory of the People’s Republic of ChinaChina (“PRC”) (excluding for the purpose of this Clause, where Hong Kong, Macau and Taiwan) unless such employment or other arrangement has been approved by the Company Group Companies in advance in writing, provided, however, that I may have an investment (less than a 50% equity interest) in a company or its affiliates entity that is engaged not in direct competition with the Business of the Company. I hereby acknowledge that my basic salary is fair and sufficient consideration for my adherence to the obligations set forth in this Section 2. (b) During the Restricted Period, I (i) will not solicit or persuade any person or corporation which is a customer or client of any Group Company, or who is a customer or client of or in respect of the Business, PROVIDED HOWEVER, that the Executive shall not be prevented from owning an interest in a publicly traded company so long as the fair market value of such interest at the date of acquisition is less than US$100,000. b. The Executive agrees that during the period of his employment to cease doing business with the Company and for a period of three (3) years following the termination of his employment with the Company, for any reason, he will not, within the United States, Canada and the People’s Republic of China, where the Group Company or its affiliates is engaged to reduce the amount of business which such customer or client would normally do in respect of the Business, directly (ii) will not accept from a customer or indirectly recruitclient referred to in the preceding sentence any business of the kind at the cost of any Group Company, and (iii) will not solicit, induce, divertentice away or encourage any person who is an employee of any Group Company at the time of my termination with the Group Companies to terminate his/her employment with any Group Company, supervise, employ, manage, hire either for the Employee or entice, or cause to be recruited, induced, diverted, supervised, employed, managed, hired or enticed, any employee, consultant or independent contractor of the Company or its affiliates to leave or terminate the employment or other relationship thereof, for any reasonother person. c. The Executive agrees (c) I acknowledge and agree that during the period provisions of his employment with this Section 2 (the Company “Restrictive Covenants”)are reasonable and valid in geographical and temporal scope and in all other respects, and are necessary in order to secure for a period of three (3) years following the termination of his employment with Group Companies the Companybenefits for which it has contracted. However, he will not, within the United States, Canada and the People’s Republic of China, where the Company if any court or its affiliates is engaged in the Business, directly or indirectly appropriate, call on, induce, divert or solicit, or assist another to appropriate, call on, induce, divert or solicit any actual or potential business or customer away from the Company or its affiliates, or attempt to do authority determines that any of the foregoingRestrictive Covenants, or otherwise induce any portion thereof, is invalid or attempt to induce any actual or potential business or customer unenforceable, I agree that the remainder of the Company or its affiliates, to terminate or adversely modify its relationship with the Company or its affiliates, or to enter into a relationship with or conduct business with the Company or its affiliates, which actual or potential business or customer the Executive was involved with or had a relationship with or whose identity became known Restrictive Covenants shall not thereby be affected and shall be given full effect without regard to the Executive in connection with the Executive’s employment with the Company. d. If invalid portion(s), if any, and that if any court determines that any of the restrictive covenants set forth in paragraphs 12(a)Restrictive Covenants, (b) and (c) or any portion thereof, is unenforceable because of this Agreement is held to be invalidthe duration, illegal geographical scope or unenforceable (in whole or in part)other limitation of such provision, such restrictive covenant shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and a court of competent jurisdiction shall have the power to modifyalter or reduce such portion of such provision, any such restrictive covenant to the extent necessary to render such provision enforceable, and the remaining restrictive covenant shall not be affected thereby. e. In the event of a violation of any of the restrictive covenants set forth in paragraphs 12(a), (b) and (c) of this Agreement, if the Executive is prevented by a court or arbitrator from committing any further violation, whether by a temporary restraining order, injunction or otherwise, the time periods set forth in paragraphs 12(a), (b) and (c) of this Agreement shall be computed by commencing the periods on the date of the applicable court or arbitrators’ order and continuing them from that date for the full period provided. f. The Executive shall have the right to request a waiver of all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement by providing the Company with a written request for such a waiver that contains all relevant details. The Company mayand, in its sole discretionreduced or altered form, waive all or part of the restrictive covenants contained in paragraphs 12(a), (b) and (c) of this Agreement on such terms and conditions, and to such extent, as it, in its sole discretion, deems appropriate. Such waiver must provision shall then be in writingenforceable against me. g. The parties acknowledge that this Agreement would not have been entered into, that the benefits described in paragraphs 5, 6 and 7 would not have been promised to the Executive by the Company, in the absence of the Executive’s covenants and promises set forth in paragraphs 12(a), (b) and (c) of this Agreement.