Common use of Non-Competition Covenant Clause in Contracts

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

Non-Competition Covenant. Employee acknowledges that 7.1. The Company desires the covenants set forth in this Section 4.3 are reasonable in scope and essential Executive to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will agree not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business event of the Executive's termination of employment following a Change in Control. The Company is not willing to enter into this Agreement without such a covenant. As additional consideration for the agreement of the Company in to make payments to or otherwise compensate the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of Executive under this Agreement, (i) the term "Business Company has required the Executive to give a Non-Competition Covenant. The Company may not waive the non-competition obligations in this Section and be relieved of any of its other obligations under this Agreement. 7.2. In the event of a Change in Control, for the eighteen-month period following the termination of the Company" Executive's employment with the Company for any reason, the Executive shall include all not, without the prior written consent of the Board, which consent may be withheld at the sole, absolute and uncontrolled discretion of such Board, engage or participate in, assist or have an interest in, whether as an officer, director, partner, owner, employee or otherwise, the operation, management or conduct of any business activities or enterprise that engages in the cotton seed breeding, production and ventures related to providing telecommunications services or products marketing process in the same geographical area with any line of business in which the Company is now engaged. 7.3. Nothing in this Section shall prohibit the Executive from acquiring or holding, plans for investment purposes only, securities or ownership interest of any entity which may compete directly or indirectly with the Company. 7.4. Nothing in this Section shall prohibit the Executive from seeking or securing employment with a corporation which has a subsidiary or affiliate whose business activities include cotton seed breeding, production and marketing so long as the Executive's job duties and responsibilities do not require or allow the Executive to directly engage in any activities which would be in violation of this Section, and so long as he does not violate any of his confidentiality obligations to the next twelve (12) months following termination of Employee's employment or has engaged in during Company. 7.5. In the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting event of a seventy mile radius surrounding each city (and including such city) in which breach of this Agreement by the Executive, the Company maintains either an office or a telecommunications facilitymay seek injunctive relief to prohibit the Executive from engaging in prohibited competition and/or the Company may initiate legal proceedings to collect actual damages to the Company resulting from such breach. A breach by the Executive shall not allow the Company to terminate its obligations to the Executive under the other provisions of this Agreement.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise) that competes , engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable, or (v) skip tracing or collateral, property and/or asset location. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 7(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges that 13.1 From and after the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation Time of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfClosing, the members of his or her family Vendor covenants and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and without the prior written consent of the Purchaser: (a) for a period of one four (14) year after years following the end Date of his or her employmentClosing, directly or indirectly, engage in any manner whatsoever (except as expressly provided herein), including, without limitation, either individually or in partnership or jointly, or in conjunction with any other Person, as Page 27 of Xxxxxxx Share Purchase Agreement Initial ------------ Page 47 of 75 - Share Purchase Agreement Initial ----------- principal, agent, shareholder or in any other manner whatsoever, carry on or be engaged in any business carried on within Canada, including the Province of Ontario or the Province of Quebec, which is competitive with all or any part of the Business (a "Competitive Business") or be --------------------- concerned with or interested in or become directly lend money to, guarantee the debts or indirectly obligations of, or permit her name or any part thereof to be used or employed by any Person engaged or concerned with or interested in any proprietorshipCompetitive Business; (b) use for her own purposes any information, partnershiptrade secrets or confidential data relating to the Business or the Corporation or divulge, firmdisclose or communicate any such information, trusttrade secrets or confidential data to any other Person; (c) for a period of four (4) years following the Date of Closing solicit, company, limited liability company interfere with or other entity, other than endeavour to entice away from the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee Purchaser or otherwise) that competes the Corporation any customer or any Person in the habit of dealing with the Company Corporation; and (d) for a period of four (4) years following the Date of Closing, interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Corporation, the Business or the Purchaser. 13.2 The Vendor hereby acknowledges and agrees that all restrictions contained in this Article 13 are reasonable and valid and all defences to the strict enforcement thereof by the Purchaser are hereby waived. The Vendor further acknowledges and agrees that the covenants contained in Section 13.1 hereof are intended to ensure that the Purchaser receives the full benefit of the goodwill of Business including, without limitation, the relationship of the Corporation with customers of and suppliers to the Business. Furthermore, the Vendor acknowledges that a breach of any provision of Section 13.1 hereof will result in the Business Purchaser suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Company Vendor agrees that, in the Restricted Territory (as defined herein), addition to any other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related relief to providing telecommunications services or products in which the Company is engagedPurchaser may become entitled, plans the said party shall be entitled to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) monthsinterim and permanent injunctive relief, as determined at any time during the employment of the Employee; specific performance and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityother equitable remedies.

Non-Competition Covenant. Employee acknowledges represents that the covenants set forth in this Section 4.3 are reasonable in scope and essential Employee is subject to the preservation of the Business of the Company (as defined herein)no obligation to any third party that would restrict or interfere with Employee's ability to perform hereunder. Employee also acknowledges agrees that from the enforcement of date hereof and for the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her one year period following the termination or expiration of his or her employment would impair the operation of the Term of Employment ("Covenant Trigger"), whether by action of the Company, Employee, or by mutual agreement, voluntary or involuntary, other than by violation of this agreement by the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall will not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, (i) own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, or otherwise engage in or become interested in or be connected in any manner with any business located in the United States of America which offers goods or services of the type offered by the Company ("Competing Business"), (ii) solicit, on behalf of Employee or any business in the same or similar business as that engaged in by the Company ("Competing Business"), any person or entity that has been a customer of the Company, either directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee through a broker or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment two year period preceding the Covenant Trigger ("Company Customer"), to purchase or otherwise acquire or use any products or services of the same or similar nature as products or services offered by the Company, (iii) solicit any person who, at any time within the two year period preceding the Covenant Trigger, has been an employee of the Company ("Company Employee; "), except a Company Employee who was terminated by the Company, to become an employee of Employee or any Competing Business. Employee shall not be deemed to be so competing solely by reason of purchasing stock of companies listed on the New York Stock Exchange, the American Stock Exchange, or quoted on the National Association of Securities Dealers Automatic Quotation System (NASDAQ), provided that Employee's direct and (ii) beneficial ownership of any class of securities in any of such entities is less than 5% of the aggregate number of outstanding units, interests or shares of such class of securities. The term "Restricted Territorysolicit" means as used herein shall refer, in addition to its common usages, to communications or transactions with intent to violate this paragraph whether initiated by Employee or a third party. All parties acknowledge that the geographical area consisting restrictions and restraints contained in this covenant are reasonable. Should any court of competent jurisdiction determine that, consistent with the established precedent of the forum jurisdiction, the public policy of such jurisdiction requires a more limited restriction, duration, nature of restricted activity, or any combination thereof, it would be in furtherance of the intentions of the parties hereto for the court to so interpret and construe the terms of this Section 6 to apply only to the extent of such limited restriction. In the event of a seventy mile radius surrounding each city (breach of this covenant the running of the non-competition period herein provided shall be tolled for the duration of such breach. In the event of any breach or attempted or threatened breach of this covenant any aggrieved party shall have the right in addition to all other rights and including remedies at law and in equity, to obtain an injunction prohibiting such city) in which breach or attempted or threatened breach and commanding compliance with this covenant merely by proving the Company maintains either an office existence of such breach or a telecommunications facilitythreatened or attempted breach, and without the necessity of proving irreparable harm or inadequacy of legal remedies.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential if he/she were to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business of Trulieve, Employee could cause serious harm to the Company. Employee further acknowledges that during his/her employment, Employee will be provided access to Trade Secrets and to other valuable Confidential Information that may not qualify as Trade Secrets. In addition, Employee acknowledges that, during the course of employment, he/she will build and maintain substantial relationships with specific existing and prospective customers or clients and will be responsible to maintain and build customer or client goodwill associated with the Business of Trulieve throughout the United States and other countries in which Trulieve operates. Further, Employee acknowledges that he/she will derive significant value from the Company in and from the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Confidential Information and Trade Secrets of the outstanding stock of such corporation. For purposes of this AgreementCompany provided during employment with the Company, (i) which will enable Employee to optimize the term "Business performance of the Company" shall include all business activities ’s performance and ventures related to providing telecommunications services or products in which Employee’s own personal, professional, and financial performance. Therefore, during Employee’s employment with the Company is engaged, plans to engage in and for a period of two (2) years following the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment cessation of the Employee; and (ii) ’s employment with the term "Company for any reason, the Employee agrees that he/she shall not, directly or indirectly, provides services as an executive, manager, consultant adviser, or in any other role similar to the role Employee held with Trulieve, to any business entity engaged in the Business of Trulieve within the Restricted Territory" means . Employee agrees that the geographical area consisting restrictions in this Section are reasonable in scope and do not constitute a restraint of a seventy mile radius surrounding each city (and including such city) trade with respect to Employee’s ability to obtain alternative employment in which the event Employee’s employment with the Company maintains either an office or a telecommunications facilityends for any reason.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant covenants set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, manager, lessor, lessee or otherwise) that that: (a) competes with the Company in the Business of the Company; or (b) competes at a material level with the Company in the Restricted Territory (as defined herein), other than owning acquiring an ownership interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, : (i) the term "Business of the Company" shall include all business activities and ventures related to the business of providing telecommunications of any of the following: (A) provision of application performance management tools, software, equipment or consulting services related to application performance management; or (B) solutions to the call center business in a manner competitive with the activities of the Company at any time during the term of Employee's employment or products expressly contemplated during the term of Employee's employment with the Company; or (C) all other businesses in which the Company is engaged, plans to engage engaged in as of the next twelve (12) months following date of termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employeeemployment; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.and

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation (a) For a period of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee two years from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfMay 18, 1998, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she Advisor shall not, during his or her employment and for a period of one (1) year after the end of his or her employmentAdvisor shall use its best efforts to cause its affiliates not to, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, part-owner shareholder, partner, member, trustee, beneficiarydirector, stockholderofficer, employee, agent or consultant, or in any other capacity on behalf of itself or any firm, corporation or other business organization other than the Fund, provide any advisory services to any registered investment company offered within the United States with the investment purpose of investing exclusively in non-US securities. (b) During the term of this Contract, the Advisor shall not, and the Advisor shall use its best efforts to cause its affiliates not to, directly or indirectly, whether as owner, part-owner shareholder, partner, member, officertrustee, director, officer, employee, independent contractor, agent, servant, agent or consultant, lessoror in any other capacity on behalf of itself or any firm, lessee corporation or otherwise) that competes other business organization other than the Fund, knowingly solicit any shareholder of the Fund, or knowingly engage in any other activity, for the purpose (which need not be the sole or primary purpose), or with the Company intended effect, of causing any shareholder to withdraw any assets from the Fund (referred to herein as the “Shareholder Competitive Activity”). Shareholder Competitive Activity shall not include any activities undertaken by the Advisor pursuant to the Solicitor’s and Representatives Agreement dated May 18, 1998 between the Manager and the Advisor. (c) In addition to, and not in limitation of, the Business provisions of Sections 11(a) and 11(b) hereof, the Advisor agrees that, for the benefit of the Company Fund and the Manager, from and after the termination of this Agreement and continuing for six months following such termination, the Advisor shall not knowingly, and the Advisor shall use its best efforts to cause its affiliates not to, directly or indirectly, whether as owner, part-owner shareholder, partner, member, trustee, director, officer, employee, agent or consultant, or in any other capacity on behalf of itself of any firm, corporation or other business organization other than the Restricted Territory Fund engage in any Shareholder Competitive Activity; provided, however, that upon a termination of this Contract under Section 5(a) without Cause (as defined herein)in Section 11(d) below) or under Section 5(b) due to a breach of this Contract by the Manager, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent this Section 11(c) shall be void and of no further force and effect. (5%d) For the purposes of Section 11(b) above, “Cause” shall mean any of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.following:

Non-Competition Covenant. Employee acknowledges represents that the covenants set forth in this Section 4.3 are reasonable in scope and essential Employee is subject to the preservation of the Business of the Company (as defined herein)no obligation to any third party that would restrict or interfere with Employee's ability to perform hereunder. Employee also acknowledges agrees that from the enforcement of date hereof and for the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her one year period following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from Term of Employment ("Covenant Trigger"), whether by action of the competition of an unrelated third party with similar skills. Company, Employee, or by mutual agreement, voluntary or involuntary, Employee hereby agrees that he or she shall will not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, (i) own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by, or otherwise engage in or become interested in or be connected in any manner with any business located in the United States of America which offers goods or services of the type offered by the Company ("Competing Business"), (ii) solicit, on behalf of Employee or any business in the same or similar business as that engaged in by the Company ("Competing Business"), any person or entity that has been a customer of the Company, either directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee through a broker or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment two year period preceding the Covenant Trigger ("Company Customer"), to purchase or otherwise acquire or use any products or services of the same or similar nature as products or services offered by the Company, (iii) solicit any person who, at any time within the two year period preceding the Covenant Trigger, has been an employee of the Company ("Company Employee; "), except a Company Employee who was terminated by the Company, to become an employee of Employee or any Competing Business. Employee shall not be deemed to be so competing solely by reason of purchasing stock of companies listed on the New York Stock Exchange, the American Stock Exchange, or quoted on the National Association of Securities Dealers Automatic Quotation System (NASDAQ), provided that Employee's direct and (ii) beneficial ownership of any class of securities in any of such entities is less than 5% of the aggregate number of outstanding units, interests or shares of such class of securities. The term "Restricted Territorysolicit" means as used herein shall refer, in addition to its common usages, to communications or transactions whether initiated by Employee or a third party. All parties acknowledge that the geographical area consisting restrictions and restraints contained in this covenant are reasonable. Should any court of competent jurisdiction determine that, consistent with the established precedent of the forum jurisdiction, the public policy of such jurisdiction requires a more limited restriction, duration, nature of restricted activity, or any combination thereof, it would be in furtherance of the intentions of the parties hereto for the court to so interpret and construe the terms of this Section 6 to apply only to the extent of such limited restriction. In the event of a seventy mile radius surrounding each city (breach of this covenant the running of the non-competition period herein provided shall be tolled for the duration of such breach. In the event of any breach or attempted or threatened breach of this covenant any aggrieved party shall have the right in addition to all other rights and including remedies at law and in equity, to obtain an injunction prohibiting such city) in which breach or attempted or threatened breach and commanding compliance with this covenant merely by proving the Company maintains either an office existence of such breach or a telecommunications facilitythreatened or attempted breach, and without the necessity of proving irreparable harm or inadequacy of legal remedies.

Non-Competition Covenant. The Employee acknowledges and agrees that (a) in the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation course of the Business Employee’s Service the Employee shall become familiar with the Trade Secrets of the Company and its Subsidiaries and with other Proprietary Information concerning the Company or its Subsidiaries, (b) the Employee’s services to the Company or its Subsidiaries are unique in nature and of an extraordinary value to the Company and its Subsidiaries, and (c) the Company and its Subsidiaries could be irreparably damaged if the Employee were to provide similar services to any person or entity competing with the Company or its Subsidiaries or engaged in a similar business, in a capacity of employee, member, partner, shareholder, officer or director. In consideration for and as defined herein). an inducement to the Company to enter into this Agreement, the Employee also acknowledges covenants and agrees that during the enforcement period beginning on the date hereof and ending on the date that is one year from the date of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to termination of the extent as to provide a standard of living Employee’s Service for himself or herselfany reason whatsoever (the “Restricted Period”), the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in either for himself or become directly for or indirectly interested through any other person, participate in any proprietorshipbusiness or enterprise anywhere in the United States that involves the ownership, partnershipmanagement, firm, trust, company, limited liability company operation or control of any investment fund or other investment vehicle that is (at the time of the Employee’s termination of Service) or becomes during the term of the Restricted Period engaged in a business with a strategy substantially similar to that of the Company or its Subsidiaries (each a “Competing Business”). Without limiting the generality of the foregoing, the Employee agrees that, during the Restricted Period, the Employee shall not compete against the Company or its Subsidiaries by soliciting any customer or prospective customer of the Company or its Subsidiaries with whom the Company or its Subsidiaries had any business dealings or contracts. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term “participate in” means (i) having any direct or indirect interest in any entity, other than the Company whether as a sole proprietor, owner, member, shareholder, partner, joint venture, creditor or otherwise, or (ii) rendering any direct or indirect service or assistance to any person or entity (whether as owner, partner, trustee, beneficiary, stockholder, membera director, officer, directormanager, supervisor, employee, independent contractor, agent, servant, consultant, lessor, lessee consultant or otherwise) in a capacity where there is a reasonable possibility that competes Employee may, intentionally or inadvertently, use or rely upon Confidential Information and/or in a capacity that is similar to the capacity Employee was in, where Employee provides services that are similar to the services Employee provided, or with responsibilities that are similar to the responsibilities Employee had, in each case, when Employee was employed by the Company or any of its Subsidiaries; provided, however, that the Employee shall violate this Section 3 if at any time during the term of Employee’s Service, Employee becomes employed in any capacity by, or becomes associated in any way with, a Competing Business. Notwithstanding the Business foregoing, the mere ownership by Employee of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five up to two percent (52%) of the outstanding stock of such corporation. For purposes of any class that is publicly traded, standing alone, shall not violate this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityprovision.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in As this Section 4.3 are reasonable in scope and essential Agreement conveys exclusive rights to the preservation Transferee to the Assigned IP and to use Licensed IP for the Development and Commercialization of Covered Products in the Field in the Territory, it is understood and agreed that during any unexpired or non-terminated term of the Business licenses and sublicenses granted under this Agreement only the Transferee and Permitted Transferees will be permitted to Develop and Commercialize Covered Products in the Field in the Territory, and that, during any unexpired or non-terminated term of the licenses and sublicenses granted under this Agreement, Company will not directly or indirectly use any of the Assigned IP or Licensed IP to Develop or Commercialize any Covered Products in the Field in the Territory, excepting only as is expressly authorized by a written authorization or agreement signed by the Transferee. The Company (as defined herein). Employee also acknowledges that its Affiliates, licensees or sublicenses outside the enforcement Territory, successors and assignees) will not prevent, directly or indirectly the Transferee and Permitted Transferees from Development and Commercialization of the covenant set forth Covered Product or Compound in the Field and in the Territory. Further, to enable the Transferee to realize the intended benefits of this Section 4.3 Agreement, Company will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employmentengage, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than competition within the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes Territory with the Development or Commercialization of any Covered Product (“non-competition covenant”). After a Change of Control of Company, the Acquirer of Company and any of the Acquirer’s Affiliates shall be bound by this non-competition covenant; provided however that the foregoing non-competition covenant shall not prohibit, limit or restrict such Acquirer or any of the Acquirer’s Affiliates from using, developing, manufacturing, having manufactured, marketing, selling or otherwise commercializing in the Business Territory any product that is not a Covered Product. Furthermore, for the avoidance of doubt and to fully realize the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of territorial restrictions intended by this Agreement, each Transferee agrees (iand agrees on behalf of itself and all Permitted Transferees and Affiliates, which will also be bound by this non-competition covenant) that neither Transferee nor any Permitted Transferee(s) will engage, directly or indirectly, in any competition outside the term "Business Territory with any of the Company" Covered Products. In the event NovaMedica is acquired by a Third Party, said Acquirer and its Affiliates shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitybe bound by this non-competition covenant.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family Rent-It and the others dependent upon Employee Shareholders covenant ------------------------ for itself and themselves, and its or any of at least the level to which Employee and their Affiliates that neither it nor they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result nor any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she their Affiliates shall not, during his or her employment and for a period of one (1) year after the end of his or her employmentengage, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trusteeshareholder or investor (other than a holder of less than 5% of the shares of a public company), beneficiaryor joint venturer, stockholdermanager, memberinvestor (which shall include any gift), officeradvisor, directorconsultant or otherwise), in the business of equipment rental or sales and any related businesses for a period of five years after the Closing Date in the State of Utah except as an employee of Buyer or any Affiliate of Buyer, or such other manner as Buyer shall consent to in writing. Rent-It and the Shareholders covenant for itself and themselves and its and any of their Affiliates that for a period of five years from and after the Closing Date neither it nor they nor any of its or their Affiliates shall directly or indirectly induce or solicit, or directly or indirectly aid or assist any other Person to induce or solicit, any Person who is (or within the prior twelve months had been) an employee, independent contractorsalesman, agent, servant, consultant, lessordistributor, lessee representative, advisor, customer or otherwise) supplier of Rent-It to terminate that competes Person's employment or business relations with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes If any provision of this Agreementcovenant is deemed invalid in whole or in part, (i) the term "Business it shall be curtailed, whether as to time, geographical area, scope of the Company" shall include all business activities and ventures related to providing telecommunications services activity or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) monthsotherwise, as determined at any time during and to the employment of extent required for its validity under applicable law and, as so curtailed, shall be enforceable. Rent-It and the Employee; Shareholders acknowledge that this Section 9.3 and (ii) its, their and its or their Affiliates', obligations hereunder are a material inducement and condition to Buyer's entering into this Agreement. In the term "Restricted Territory" means the geographical area consisting event of a seventy mile radius surrounding each city (and including breach or threatened breach of this paragraph, Buyer shall be entitled to an injunction restraining such city) in which the Company maintains either an office breach; however, nothing herein shall be construed as prohibiting Buyer from pursuing any remedy available to Buyer as a result of such breach or a telecommunications facilitythreatened breach.

Non-Competition Covenant. Employee acknowledges that The covenants by the covenants set forth Producer contained in this Section 4.3 subsection are reasonable in scope and essential to the preservation of the Business essence of this Agreement and the Company (as defined herein)would not appoint the Producer hereunder in the absence of such covenants. Employee also acknowledges that In consideration of such covenants and other good and valuable consideration for this Agreement by the enforcement of Producer, the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as Company hereby agrees to provide a standard of living for himself or herself, specialized training by teaching the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts Producer methods which it has developed at great expense. Furthermoresubstantial cost and for its exclusive use for selling insurance and non-insurance products, Employee acknowledges that competition by him or her following and to entrust to the termination or Producer records pertaining to the Policies and expiration of his or her employment would impair dates and other confidential information pertaining to the operation business of the Company beyond that which would arise from the competition of an unrelated third party with similar skillsand its customers and potential customers. Employee The Producer hereby expressly agrees that he the training is of a unique, extraordinary and specialized nature dealing with unique processes, techniques, products and information developed by the Company (or she shall notprincipals) and is for its exclusive use and may be unknown to competitors of the Company. The Producer further agrees that the Producer will have access to trade secrets, during his proprietary and highly confidential information of the Company and its principals (including names of policyholders, endorsing groups and leads) which is of great value to competitors of the Company and that utilization of such information in competition against the Company is expressly prohibited, would be grossly unfair to the Company and would result in continuing irreparable damage to the Company. This information includes but is not limited to, proprietary information regarding the Company’s policyholders or her employment groups to whom the Company or its Producers sell or solicit insurance products. This information may be available to the Producer through computer access or otherwise. In recognition of the foregoing the Producer, as an inducement to the Company to appoint the Producer and for continued appointment, hereby expressly agrees that: (a) During the term of this Agreement and for a period of one five (15) year years after the end of his or her employmentTermination Date, the Producer will not, directly or indirectly, engage in indirectly through an intermediary, i. Interfere with any of the contractual or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than employment relationships between the Company (whether as ownerand its underwriters, partnerits Producers or its sub-Producers, trusteeor advise, beneficiaryencourage or induce any of the Company’s sales personnel, stockholderProducers, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee sub- Producers or otherwise) that competes employees to terminate their relationship with the Company in the Business Company, or hire or employ any of the Company in Company’s sales personnel, Producers, sub-Producers, or employees, or ii. Interfere with the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Company’s relationship with any of the outstanding stock of such corporation. For purposes Company’s Groups. (b) Both during and after the term of this Agreement, (i) the term "Business Producer will not directly or indirectly through an intermediary, replace or attempt to replace any Policy/Contract, or induce or attempt to induce any of the Company" shall include all business activities and ventures related ’s policyholders/members to providing telecommunications services or products in which relinquish their coverage with the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityCompany.

Non-Competition Covenant. Employee acknowledges that The Employer and the covenants set forth in this Section 4.3 are reasonable in scope and essential to Executive have jointly reviewed the preservation operations of the Business Employer and the Bank and have agreed that an essential ingredient of and part of the Company (as defined herein). Employee also acknowledges that consideration for this Agreement and the enforcement payment of the covenant set forth amounts described in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to 2, is the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation agreement of the Company beyond that which would arise from Executive that, except with the competition express prior written consent of an unrelated third party with similar skills. Employee hereby agrees that he or she shall notthe Employer, during his or her employment and for a period of one (1) year after the end termination of his the Executive’s employment with the Employer, or her employmentnine (9) months in the event of a termination by the Executive under subparagraph (b)(ii) of Section 4, directly or indirectly(the “Restrictive Period”), engage in or become he will not directly or indirectly interested in compete with the business of the Employer: (i) by directly or indirectly soliciting or inducing any proprietorshipperson, corporation, partnership or other entity or organization which at the time of such termination is a customer of the Employer or the Bank to become a customer of; or (ii) by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer or the Bank to terminate employment with the Employer or the Bank and become employed by; any person, firm, partnership, firmcorporation, trust, company, limited liability company trust or other entityentity which owns or operates, a bank, savings and loan association, credit union or association or similar financial institution (a “Financial Institution”) (the “Restrictive Covenant”). If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other than relief, the Company (whether Employer shall not, as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business a result of the Company time involved in the Restricted Territory (as defined herein)obtaining such relief, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) be deprived of the outstanding stock benefit of such corporationthe full period of the Restrictive Covenant. For purposes Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this Section 6 computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a successor assumes and agrees to perform this Agreement, (i) the term "Business this Restrictive Covenant shall continue to apply only to customers and employees of the Company" Employer and the Bank as they existed immediately before such assumption and shall include all business activities and ventures related not apply to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; successor’s customers and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityemployees.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for For a period of one five (15) year years after the end Closing Time (the "Restricted Period"), each of his or her employmentBalxxxx Xxchnology, Balxxxx Xxkel, Balxxxx Xxxx xxd Balxxxx Xxia and their respective Affiliates shall not engage in, directly or indirectly, engage in whether by itself or become as or through any shareholder, partner, joint venturer, agent, salesman, consultant, officer and/or director of any Person or otherwise, any or all of the following activities: (i) compete directly or indirectly interested with the business of the Roll Handling Business, except any business acquired by any of them in which the portion of business activity which is directly or indirectly competitive with the business of the Roll Handling Business comprises no greater than ten percent (10%) of such business' revenue; (ii) solicit customers, business, patronage, or orders for, or sell any proprietorshipproducts, partnershipor perform any services for, firmany business which is, trustdirectly or indirectly, companycompetitive with the Roll Handling Business; or (iii) promote or assist, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee financially or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning or have an interest in a company listed on a recognized stock exchange any Person engaged in an amount any business which does not exceed five is competitive with the Roll Handling Business, except any business acquired by any of them in which the portion of business activity which is directly or indirectly competitive with the business of the Roll Handling Business comprises no greater than ten percent (510%) of the outstanding stock of such corporation. For purposes of this Agreementbusiness' revenue; or (iv) engage or enter into any partnership, joint venture or other business association with, any Person other than (iA) the term "Business any Excluded Employee or (B) any officer or director or any member of the Company" shall include all business activities and ventures related Roll Handling Group who is also either an officer or director of Balxxxx Technology or any of its Affiliates (other than any member of the Roll Handling Group), who was, since January 1, 2001, or is at any time prior to providing telecommunications services the Closing, an employee, sales, technical or products service agent, representative, officer or director of the Roll Handling Business or is listed in which the Company is engaged, plans to engage in the next SCHEDULE 8.02 for a period of twelve (12) months following termination after such person ceases or has ceased, for any reason, to be an employee, representative, officer or director of Employee's the Roll Handling Group; or (v) directly or indirectly solicit (excluding, however, for this purpose any general solicitation) for employment or has engaged in during the prior twelve (12) months, as determined at any time during encourage to leave the employment of MEGTEC or any Designated Purchaser any of the Employee; Employees who become employed by MEGTEC or any Designated Purchaser or any of the (a) shall restrict Balxxxx Xxchnology or any of its Affiliates from selling any of those products and (ii) in those quantities which are delivered to Balxxxx Xxchnology or any of its Affiliates by MEGTEC or any Designated Purchasers after the term "Restricted Territory" means Closing pursuant to any Customer Contract or Retained Customer Contract with Balxxxx Xxchnology or any of its Affiliates and which are included in either the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office Purchased Assets or a telecommunications facilityRetained Assets.

Non-Competition Covenant. Employee acknowledges that (a) Commencing on the covenants set forth in this Section 4.3 are reasonable in scope date hereof and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and continuing for a period of one two (12) year after years following the end termination of his or the Shareholder's consulting relationship with the Purchaser and its Affiliates pursuant to the Consulting Agreement between EWR Acquisition Corp. and the Shareholder dated November 5, 1998 (the "Covenant Period"), Shareholder agrees that she will not, and shall cause each of her employmentAffiliates not to, directly or indirectly, engage in acting alone or become directly as a member of a partnership, as a holder or indirectly interested owner of any security, as an employee, agent, advisor, consultant to, representative, or in any proprietorshipother capacity: (i) within the United States, partnership, firm, trust, company, limited liability company carry on or be engaged or otherwise take part in (whether for her own account or for the account of any other entityperson, other than the Company Purchaser or its Affiliates), or render any service (whether as ownerfor or without compensation) to any person (other than the Purchaser or its Affiliates) who or which is directly or indirectly engaged in, partnermanagement services related to biosolids, trusteeanimal manure and other organic waste streams or any type of business that is competitive with any business heretofore conducted by the Company, beneficiarythe Purchaser or any Affiliate of the Company or the Purchaser (collectively, stockholderthe "Business"); provided, memberhowever, officeranything in this entire Agreement to the contrary notwithstanding, directorthe Business shall not be deemed to include, and the Shareholder and her Affiliates shall not be limited in any way by this Agreement from engaging in, solely the development of technology for sludge stabilization or biosolids treatment in the manner now being pursued by the Shareholder's Affiliate, Innovative Environmental Solutions, Inc. (the "IES Business"); (ii) share in the earnings of, or beneficially own or hold any security issued by, or otherwise own or hold any interest in, any person who or which is directly or indirectly engaged in any type of business that is competitive with the Business in any state in the United States other than the IES Business; (iii) solicit, contact or enter into any agreement or contract with any employee, agent, independent contractor, agent, servant, consultant, lessor, lessee customer or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory Prospective Customer (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%below) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services Purchaser or products in which the Company is engagedwhich results in activities that are competitive with the Business; provided, plans to engage in however, that solicitations, contacts or the next twelve (12) months following termination entering into of Employee's employment agreements or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.contracts with 57

Non-Competition Covenant. Employee (a) For good and valuable consideration, Seller covenants and agrees with Buyer that for the five (5) year period directly following the Closing Date, Seller shall not, without Buyer’s prior written consent, either directly or indirectly (i) engage in a Competitive Business, as hereinafter defined; (ii) have any interest (whether as a proprietor, partner, shareholder, associate, or any type of principal or owner whatsoever) in any person, firm, partnership, joint venture, or other business entity (collectively, an “Entity”) which is engaged in a Competitive Business; or (iii) provide financial or other assistance or act as an agent of, consultant for or advisor to any Entity which is or is about to become engaged in a Competitive Business. Further, Seller covenants and agrees with Buyer that for the five (5) year period following the Closing Date, Seller shall not (i) solicit any of Buyer’s customers (including those customers transferred by Seller to Buyer in connection herewith) for the purpose of providing such customers with any product that competes with any product sold by Buyer, including any ICs of the Line, (ii) request, induce or advise any person to withdraw, curtail or cancel their business with Buyer or (iii) solicit for employment or employ or become employed by or form any association with any past, present or future employee of Buyer, including those employees of Seller hired by Buyer at or after the Closing Date, for the purpose of competing with Buyer, or request, induce or advise any employee of Buyer to leave the employ of Buyer. (b) As used in this section, “Competitive Business” shall mean the business of the sale, manufacture or distribution of (i) any product set forth on Schedule 1.03(d) to this Agreement, as amended by mutual agreement of the parties from time to time after the Closing Date, or any products that are substantially similar to those on Schedule 1.03(d) or which compete with those set forth on Schedule 1.03(d) or with products in connection with the acquired Line or (ii) any integrated circuit, electronic component or semiconductor module product in the field of wireless communications infrastructure, cable television networks and distribution plant, RF identification readers and programmers, and wireless networking for use in equipment used by telecommunications service providers to receive and transmit information by electrical, electronic, optical, or electro-optic means to and from other telecommunication service providers or telecommunication service users (“End Users”) in any industry and for any application. “Competitive Business” expressly excludes the design, manufacture, and sale of integrated circuits, semiconductor modules or electronic components solely for use in equipment used by End Users including but not limited to wireless telephones and pagers, 802.11 a, b, and g applications, Wi-Fi Max (802.16) applications, wireless enabled personal digital assistants, and wireless enabled computers. Further, “Competitive Business” expressly excludes the design, manufacture, and sale of integrated circuits, or electronic components for use in equipment used by telecommunications service providers specifically for use in 802.11 a, b, and g applications, Wi-Fi Max (802.16) applications, wireless enabled personal digital assistants, and wireless enabled computers. (c) Seller acknowledges that its satisfaction of the covenants and agreements set forth in this Section 4.3 are reasonable necessary to protect the business, goodwill, and other proprietary interests of Buyer and that a breach of such covenants or agreements will result in scope irreparable and essential continuing damage to Buyer for which there will be no adequate remedy at law. Seller agrees that in the preservation event of any breach of the Business aforesaid covenants or agreements, Buyer shall be entitled to seek injunctive relief, without the necessity of proof of actual damage, reimbursement of all attorney’s fees and expenses of litigation (including without limitation, attorney’s fees incurred in connection with any appeal), and such other and further relief as may be proper. The prevailing party in any action or proceeding to enforce the Company covenants of this Section shall be entitled to reasonable attorney’s fees and expenses of litigation. (as defined herein). Employee also acknowledges that d) If the enforcement scope of the covenant set forth any restriction contained in this Section 4.3 will not preclude Employee from being gainfully employed in is too broad to permit enforcement of such manner and restriction to its full extent, then such restriction shall be enforced to the maximum extent as to provide a standard of living for himself or herselfpermitted by law, the members of his or her family and the others dependent upon Employee of at least the level to which Employee Seller hereby consents and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested such scope may be judicially modified accordingly in any proprietorship, partnership, firm, trust, company, limited liability company proceeding brought to enforce or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of interpret such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityrestriction.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of During his employment with the Company (as defined herein). Employee also acknowledges that and, if Executive is entitled to receive the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfRetention Benefits, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one thirty-six (136) year after months following the end Separation Date (for purposes of his or her employmentthis Paragraph, directly or indirectlythe “Noncompete Period”), engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entityExecutive will not, other than in connection with employment for the Company or as otherwise approved by the Company, engage in, manage or consult with, any business which is primarily involved in the office products distribution and/or office products retail business (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwisethe “Business”) that competes with in any geographic area in which the Company then does business; provided, however, that Executive may personally own not more than 5% of the outstanding securities of any class of stock of a corporation engaged in the Business whose shares are listed on an exchange or the Nasdaq Stock Market. If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable law, including with respect to time or space, such court is hereby requested and authorized by the parties hereto to revise the foregoing restrictions to include the maximum restrictions allowed under the applicable law. If such court refuses or declines to revise the restrictions as contemplated by the preceding sentence, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the Company in the Restricted Territory (parties as defined herein), other than owning an interest in a company listed on a recognized stock exchange closely as possible in an amount which does not exceed five percent (5%) of the outstanding stock of such corporationacceptable manner. For purposes of this AgreementParagraph 14, the “Company” refers to the Company and any incorporated or unincorporated affiliates of the Company which it controls. If Executive becomes entitled to receive the Retention Benefits and thereafter (i) the term "Business Company gives Executive specific written notice of Executive’s activities that it reasonably and in good faith believes materially violate the Company" shall include all business provisions of this Paragraph; (ii) Executive fails to stop such activities within thirty (30) days of receiving such notice; and ventures related to providing telecommunications services or products in which the Company (iii) there is engaged, plans to engage in the next twelve a final determination by a court that conditions (12i) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) of this sentence have been met and Executive has materially violated the term "Restricted Territory" means the geographical area consisting provisions of a seventy mile radius surrounding each city (and including such city) in which this Paragraph, Executive shall return to the Company maintains either an office or a telecommunications facilityportion of the amount received by Executive pursuant to Paragraph 4(c), such amount being equal to the product of (1) $7,260,000 and (2) a fraction, the numerator of which is the number of full months remaining in the Noncompete Period upon such material violation and the denominator of which is 36.

Non-Competition Covenant. Employee acknowledges The terms of this Section 23(b) shall only apply to the extent you are categorized as having a pay grade of E1 or higher (or such other pay grade as deemed by the Company to be its equivalent) as determined by and reflected on the payroll records of the Company: (i) You acknowledge and agree that the Company’s grant of the Award further aligns your interests with the long-term interests of the Company and its subsidiaries. As a condition of your receipt of Confidential Information following your entry into this Agreement, and as an express incentive for the Company to enter into this Agreement and grant the Award, you have voluntarily agreed to the covenants set forth in this Section 4.3 are reasonable in scope and essential 23, subject to the preservation provisions of Sections 23(b)(v) and 23(b)(vi) below. You agree and acknowledge that the Business limitations and restrictions set forth herein are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the goodwill, Confidential Information (including trade secrets) and legitimate business interests of the Company and its subsidiaries. (as defined herein). Employee also acknowledges ii) You agree that during the enforcement term of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that your employment with the Company has obtained an advantage over its competitors as a result or any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment subsidiaries and for a period of one year following the date on which you are no longer employed by the Company or any of its subsidiaries (1) year after the end “Prohibited Period”), you will not, without the prior written approval of his or her employmentthe Board, directly or indirectly, for your benefit or for the benefit of others, engage in or become participate within the Market Area in competition with the Company or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent you from directly or indirectly interested in indirectly: (A) owning, managing, operating, or being an officer or director of, any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) business that competes with the Company or any of its subsidiaries in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with the Company or any of its subsidiaries in any capacity (with respect to this clause (B)) in which your duties or responsibilities involve direct or indirect responsibilities with respect to any aspect of the Business. (iii) You agree that during the Prohibited Period, you will not, without the prior written approval of the Board, directly or indirectly, for your benefit or for the benefit of others, appropriate any Business Opportunity of, or relating to, the Company or any of its subsidiaries located in the Market Area. (iv) You agree that during the Prohibited Period, you will not, without the prior written approval of the Board, directly or indirectly, for your benefit or for the benefit of others, solicit, canvass, approach, encourage, entice or induce any customer or supplier of the Company or any of its subsidiaries with whom or which you had contact or for whom or which you had direct or indirect responsibility on behalf of the Company or any of its subsidiaries or about whom or which you have obtained Confidential Information in the Restricted Territory course of your employment with the Company or any of its subsidiaries to cease or lessen such customer’s or supplier’s business with the Company or any of its subsidiaries. (as defined hereinv) Notwithstanding the foregoing, the above-referenced limitations in Sections 23(b)(ii), other than owning an interest 23(b)(iii) and 23(b)(iv), shall not apply following the date that you are no longer employed by the Company or any of its subsidiaries in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) those portions of the outstanding stock Market Area located within the State of Oklahoma. Instead, you agree that during the portion of the Prohibited Period that follows the date you are no longer employed by the Company or any of its subsidiaries, the restrictions on your activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 23(a) and Section 23(c) below) shall be as follows: during such corporation. For purposes portion of this Agreementthe Prohibited Period, (i) you will not directly or indirectly solicit the term "Business sale of goods, services, or a combination of goods and services from the established customers of the Company" . (vi) Further notwithstanding the foregoing: (1) none of the covenants or limitations set forth in this Section 23(b) or Section 23(c) below shall include all business apply to you if you primarily reside and work in California or to any of your activities and ventures related to providing telecommunications services or products occurring in which the State of California following the period that you are no longer employed by the Company is engagedor any of its subsidiaries; (2) none of the covenants or limitations set forth in Sections 23(b)(ii), plans (iii) and (iv) shall apply to engage you if you primarily reside or work in Colorado or to any of your activities occurring in the next twelve State of Colorado unless: (12A) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.date on

Non-Competition Covenant. Employee acknowledges that the Landlord, on behalf of itself and its Affiliates, subsidiaries, successors and assigns, covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall notthat, during his the Lease Term it shall not directly or her employment and for a period of one indirectly (1) year after the end of his or her employmentown, directly or indirectlymanage, engage in or become directly or indirectly interested in any proprietorshipoperate, partnershipcontrol, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company participate in the Business management or control of, or act as agent for, lend its name to or initiate or maintain or continue any interest whatsoever in (A) any acute care hospital or ambulatory surgery center, within (a) a thirty mile radius of the Company in Property or (b) a ten mile radius of any of the Restricted Territory properties listed on Schedule A attached hereto (“Other Tenant Properties”) operated as defined hereinof the date of this Lease by Tenant or an Affiliate of Tenant as an acute care hospital or ambulatory surgery center (individually or collectively, as the context may indicate, the foregoing are referred to as the “Restriction Area”), or (B) any other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent provider of healthcare services that operates at least 100 licensed beds within the Restriction Area or (5%2) of lease to another Person any acute care hospital or ambulatory surgery center within the outstanding stock of such corporationRestriction Area. For purposes of this AgreementNotwithstanding the foregoing, (i) Landlord and its Affiliates, subsidiaries, successors and assigns shall have the right to own or invest in multi-tenanted medical office buildings, skilled nursing facilities, long term "Business acute care facilities, inpatient rehabilitation facilities and other post-acute facilities within the Restriction Area so long as such facilities are not majority-owned or controlled or majority-tenanted by any of Tenant’s active acute care hospital competitors in those areas as listed on Schedule B attached hereto, at the Company" shall include all business activities and ventures related to providing telecommunications services time Landlord or products in which the Company is engagedits Affiliates, plans to engage subsidiaries, successors or assigns acquires ownership or invests in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employeeapplicable facilities; and (ii) this non-competition covenant shall no longer apply and have no further force or effect, without the term "Restricted Territory" means need for notice or other action by either party, with respect to the geographical area consisting applicable Restriction Area around the Property or Other Tenant Properties, as the case may be, if Tenant or its Affiliates cease to operate the Property or such Other Tenant Property; (iii) if direct or indirect ownership of the Property is transferred via direct sale of the Property (subject to Tenant’s rights as set forth in Sections 3, 4 and 5 of this Exhibit E) or sale or merger of MedEquities Realty Trust, Inc. to or into another entity and such purchaser or surviving entity owns, leases or has other interests in existing facilities within the Restriction Area that would otherwise be prohibited by this Section 2, then this non-competition covenant shall not apply and have no force and effect as to such facilities within the Restriction Area; (iv) this non-competition covenant shall not apply to or prohibit the ownership of less than 5% of the issued and outstanding stock of a seventy publicly-traded entity regardless of the activities conducted by such entity; (v) with respect to any physician owned members of MedTx Realty, LLC as of the execution of this Lease, and their respective successors and assigns, the Restriction Area shall consist only of the area within a ten-mile radius surrounding each city of the Property or within a ten-mile radius of any Other Tenant Properties, and this non-competition covenant shall not apply to prohibit or prevent any activities of such physicians outside of such ten-mile radius and this non-competition covenant shall not apply to prohibit or prevent the practice of medicine and the provision of professional medical services to patients by such physicians either within or outside of such ten-mile radius; (and including such cityvi) in which the Company maintains either an office this non-competition covenant shall not apply to or a telecommunications facility.prohibit

Non-Competition Covenant. i. Employee acknowledges that agrees that, during the covenants set forth Restricted Period and in this Section 4.3 are reasonable in scope and essential any Restricted Area, Employee shall not, directly or indirectly by assisting, [provide services to the preservation a Competitor of the Business Company] [provide services to a Competitor of the Company that: (i) are the same or similar in function or purpose to the services Employee provided to the Company at any time during the last twenty-four months of Employee’s employment by the Company; or (ii) will likely result in the disclosure of Confidential Information to a Competitor or the use of Confidential Information on behalf of a Competitor]. Employee’s agreement not to provide such services to a Competitor applies regardless of whether Employee does so as defined herein)an employee, owner, partner, principal, advisor, independent contractor, consultant, agent, officer, director, investor, or shareholder. Notwithstanding the foregoing, Employee’s ownership of less than 1% of the outstanding shares of a publicly traded company that constitutes a Competitor shall not be deemed to be providing services to such Competitor solely by virtue of owning such shares. ii. Employee also acknowledges agrees that during the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In additionRestricted Period, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in work on a Company account on behalf of a Customer or become directly Business Partner or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company serve as the representative of a Business Partner or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee Customer for such Business Partner’s or otherwise) that competes Customer’s relationship with the Company in Company. iii. During the Business Restricted Period, if a representative of the Company requests that Employee identify the company or business to which Employee will be or is providing services, or with which Employee will be or is employed, and requests that Employee provide information about the services that Employee is or will be providing to such entity, Employee shall provide the Company with a written statement containing such information with sufficient detail to allow the Company to independently assess whether Employee is or will be in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes violation of this Agreement. Such statement shall be delivered to the Company's senior director of Executive Compensation or his or her authorized delegate via personal delivery, email or overnight delivery within five calendar days of Employee’s receipt of such request. iv. Notwithstanding the foregoing, where applicable, this Section 1.3 will apply only to the extent permissible under (i) the term "Business ABA Model Rules of Professional Conduct’s provisions regarding restrictions on the Company" shall include all business activities and ventures related right to providing telecommunications services or products in which the Company is engagedpractice law, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and and/or (ii) any applicable state counterpart similarly addressing restrictions on the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityright to practice law.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she a) The Executive shall not, during his employment by the Corporation, engage, directly or her employment and for indirectly, in any business competitive with the business of the Corporation without the consent of the Board of Directors. (b) For a period of one (1) year after the end termination of his the Executive's employment hereunder (the "Non-Competition Period"), for any reason whatsoever, other than a termination by the Corporation without good cause, or her employmentby Executive for good reason (as hereinafter defined) the Executive shall not (i) engage, directly or indirectly, engage in or become directly or indirectly interested in any proprietorshipas an officer, partnershipdirector, firmshareholder, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trusteejoint venturer or in a managerial capacity, beneficiary, stockholder, member, officer, director, whether as an employee, independent contractor, agentconsultant or advisor, servantor as a sales representative in any business of selling, consultantrenting and leasing, lessorboating, lessee nautical and other lifestyle entertainment products and services, and related activities throughout the United States (the "Territory"), without the permission of the Board of Directors, which permission shall not be unreasonably withheld or otherwisedelayed or (ii) that competes induce or actively attempt to influence any other employee or consultant of the Corporation to terminate his or her employment or consultancy with the Company Corporation. Nothing herein contained shall be deemed to prevent ownership by Executive and his associates (as said term is defined in regulation 14(A) promulgated under the Business Securities Exchange Act of 1934 as in effect on the date hereof), collectively, of not more than 5% of the Company in the Restricted Territory (as defined herein), other than owning an interest in outstanding capital stock of a company corporation listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, national securities exchange. (i) The parties to this Agreement consider the term "Business restrictions contained herein reasonable as to the duration of the Company" shall include all business activities Non-Competition Period and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment extent of the Employee; Territory. However, if the duration of the Non-Competition Period or the extent of the Territory herein specified should be judged unreasonable by any Court or arbitration proceeding, the validity and effect of the remaining provisions of this Agreement shall not be affected thereby and, the duration of the Non-Competition Period shall be reduced by such number of months and/or the area of the Territory shall be reduced such that, the Territory and the Non-Competition Period shall be deemed reasonable so that the foregoing covenant not to compete may be enforced . (ii) Executive agrees and recognizes that in the term "Restricted Territory" means the geographical area consisting event of a seventy mile radius surrounding each city (breach or threatened breach by Executive of the provisions of the foregoing covenants, the Corporation may suffer irreparable harm, and including such city) that money damages may not be an adequate remedy. Therefore, the Corporation shall be entitled as a matter of right to specific performance of the covenants of Executive contained herein by way of temporary or permanent injunctive relief in which the Company maintains either an office or a telecommunications facilityCourt of competent jurisdiction.

Non-Competition Covenant. Employee acknowledges that During the covenants set forth in term of this Section 4.3 are reasonable in scope Employment Agreement and essential any extension, and without regard to the preservation its termination for any reason which does not constitute a breach of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfEmployment agreement by Higgins, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one xxxxx (13) year after years thereafter, Employee. shall not, unless acting pursuant hereto or with the end prior written consent of his Higgins: A. Directly or her employmentxxxxxxxtly, directly own, manage, operate, finance, join, control or indirectlyparticipate in the ownership, engage in management, operation, financing or become directly control of, or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether be connected as owner, partner, trustee, beneficiary, stockholder, member, an officer, director, employee, independent contractorpartner, principal, agent, servantbroker, consultantrepresentative, lessorconsultant or otherwise with, lessee or use or permit Employee's name to be used in connection with any Competing Business, as defined below; provided, however, but notwithstanding the foregoing, this provision shall not be construed to prohibit the ownership by Employee of not more than one (1%) percent of the capital stock of any corporation which is engaged in any Competing Business having a class of securities registered pursuant to the Securities Exchange Act of 1934. B. Solicit or divert to any Competing Business any individual or entity for which insurance products and/or services could be provided by Higgins; C. Solicit or dxxxxx xo any Competing Business any individual or entity which is a customer/insured of Higgins for which any insurancx xxxxxcts and/or services are being provided by Higgins; D. Employ, attempt to employ, solicit or assist any Competing Business in employing any employee, or contractor of Higgins; or E. During thx xxxx of this Agreement and any extension and for a period of thirty-six (36) months after its -termination, provided such termination was not as a. result of breach of this Employment Agreement by Higgins, engage in any actionx xx xxtivities either by way of written or oral statement or otherwise) , intended to divert existing or prospective customers /insureds from Higgins to any Competing Busixxxx xxthin the geographic confines of this Agreement as set forth below. F. Employee acknowledges and agrees that competes with the Company scope and extent of this non-competition and restrictive covenant shall have application to all counties in which Employer, and Northeast Pennsylvania Financial Corporation and its subsidiaries had offices and branch offices during the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes term of this Agreement, . This covenant shall have effect for a period of thirty-six (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (1236) months following termination of Employee's employment this Agreement. G. The term ""Competing Business" shall mean any business or has enterprise, whether operated as a proprietorship, corporation, partnership or otherwise, engaged in during the prior twelve (12) months, as determined at any time during the employment business of the Employee; sales, brokering, and (ii) the term "Restricted Territory" means the geographical area consisting service of any and all insurance products of a seventy mile radius surrounding each city (type as set forth in the terms of this Agreement and including as such city) products are understood to be related products in which the Company maintains either an office or a telecommunications facilityinsurance industry as carried on in the Commonwealth of Pennsylvania.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a) For a period of one three (13) year after years from the end of his or her employmentClosing Date, Honeywell and each Seller agrees that it will not, and each Seller will cause its Controlled Affiliates not to, directly or indirectly, engage in the design, distribution, manufacture, marketing or become directly or indirectly interested sale of Business Products (a “Competing Business”); provided, however, that nothing in this Section 5.11(a) shall be deemed to limit in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, way (i) the term "Business conduct of any Excluded Business, (ii) the activities of Honeywell or its Affiliates with respect to component elements of any of the Company" shall include all business activities and ventures related to providing telecommunications services items included within the definition of a Competing Business or (iii) the sale by Honeywell or its Affiliates of any parts or products to the extent such parts or products are sourced from a third party and incorporated into products other than Business Products that are manufactured or sold by businesses operated by Honeywell or its Affiliates or the manufacturing by Honeywell or its Affiliates of any parts or products to the extent such parts or products are manufactured for internal use by Honeywell or its Affiliates. The restrictions set forth in which this Section 5.11(a) shall not be construed to prohibit or restrict any Seller or any of its Controlled Affiliates from acquiring any Person or business that engages in any Competing Business; provided that (i) the Company is engagedengagement in such Competing Business does not constitute the principal part of the activities of the Person or business to be acquired (based on total revenues expressed in US dollars or calculated in U.S. dollars utilizing the relevant and then applicable current foreign currency exchange rate, plans to engage in the next twelve (12) months following termination of Employee's employment all sales of such Person or has engaged in business during the prior twelve consecutive four (124) monthsfull calendar quarters immediately preceding the effective date of acquisition of such Person or business), as determined at any time during the employment of the Employee; and (ii) if the term "Restricted Territory" means Competing Business constitutes in excess of 20% of the geographical area consisting revenues of the Person or business acquired, Sellers will use their commercially reasonable efforts to divest that portion of such Person or business that engages in the Competing Business within 12 months after its acquisition of the Competing Business and, prior to offering such portion to any third party, shall first offer to and negotiate in good faith for a period not to exceed 30 days with Purchaser or its Affiliates for the acquisition of such portion by Purchaser or its Affiliates; provided further, that to the extent participation in such Competing Business involves the acquisition of or the right to acquire any class of the voting securities of such Competing Business, this covenant shall not be violated if the percentage of such voting securities acquired or to be acquired does not exceed 5% at the time of such acquisition. (b) Notwithstanding anything to the contrary in this Agreement, the prohibitions in Section 5.11(a) shall not apply to (i) any businesses or operations of Sellers or any of their Subsidiaries which are transferred to any third party after the date hereof, (ii) any Subsidiaries of any Seller the stock of which is transferred to any third party after the date hereof, (iii) any Affiliate of Sellers who becomes an Affiliate as a result of a seventy mile radius surrounding change of control of Honeywell or (iv) any acquisition of securities by any Seller’s pension trust or similar employee benefit plan investment vehicle, provided, that any securities acquired shall be held for investment purposes only and such benefit plans comply with the ERISA requirements as to the independence of investment decisions. (c) Each Seller acknowledges and agrees that the remedy at law for any breach, or threatened breach, of any of the provisions of this Section 5.11 may be inadequate and, accordingly, each city Seller covenants and agrees that Purchaser shall, in addition to any other rights and remedies which Purchaser may have at Law, be entitled to seek equitable relief, including injunctive relief, and to the remedy of specific performance with respect to any breach or threatened breach of the provisions of this Section 5.11, as may be available from any court of competent jurisdiction without the need to post bond or any other security. In addition, Sellers and Purchaser agree that the provisions of this Section 5.11 are fair and reasonable in light of Purchaser’s plans for the Business and are necessary to accomplish the full transfer of the goodwill and other intangible assets contemplated hereby. In the event that any of the provisions of this Section 5.11 shall be determined by any court of competent jurisdiction to be unenforceable for any reason whatsoever, then all other provisions of this Section 5.11 shall remain in full force and effect, and the parties hereto agree that such unenforceable provision may be modified by the court so as to comply with applicable Law and that the provisions of this Section 5.11 shall be amended in accordance with said modification. (d) Notwithstanding any provision of this Section 5.11, the ownership and including such city) operation by Sellers of the Delayed Transfer Assets for the benefit of Purchaser and its Affiliates from the Closing Date until the Delayed Closing Date in which the Company maintains either an office or accordance with Section 10.13 shall not constitute a telecommunications facilityviolation of Section 5.11.

Non-Competition Covenant. Employee acknowledges (a) Each of the Investor and the Investor Parent agrees that, subject to the terms and conditions of this Section 5.10, it shall not directly or indirectly (including without limitation through its affiliates or subsidiaries (as the case may be) Xxxxxxx.xxx and Xxxxxx.xxx) own, manage, operate, finance, join, or control, or participate in the ownership, management, operation, financing or control of, or be associated as a director, partner, lender, investor or representative in connection with, any entity or business which operates a travel service in the PRC or which markets travel services to PRC residents (it being understood and agreed that Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan shall not be deemed to be a part of the PRC for purposes of this Section 5.10), including without limitation CTRIP (a “Competitive Business”) as long as at least one of the following is true: (1) the Warrant has not expired or otherwise been terminated, (2) the Qualified Public Offering (as defined in the Investors Agreement) has not occurred and the Investor holds more than a 50% economic interest in the Company or (3) the Qualified Public Offering has occurred and the Investor holds more than a 15% economic interest in the Company; provided, however, that notwithstanding the foregoing: (1) if the Qualified Public Offering has occurred and the Warrant has expired without being exercised, then the Investor and Investor Parent’s covenants set forth above in this Section 4.3 are reasonable in scope 5.10(a) (the “IAC Non-Compete”) shall not be applicable if the Investor and essential its affiliates transfer their voting rights with respect to their holdings of Company shares issued pursuant to this Agreement (including without limitation any and all rights to appoint Directors to the preservation Company’s Board of the Business of Directors) to the Company or its designee(s) (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from it being gainfully employed in such manner understood and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges agreed that the Company has obtained an advantage over its competitors shall accept such transfer of voting rights); (2) the IAC Non-Compete shall not restrict the Investor or the Investor Parent from: (A) acquiring any business or entity engaged in a Competitive Business, provided that the assets acquired in carrying on the Competitive Business constitute less than 10% of the assets of, and the revenues for the most recent fiscal year attributable to such Competitive Business do not exceed 10% of the revenues for the most recent fiscal year of, either (I) such business or entity as a result whole, including such Competitive Business, or (II) the Company; provided further that if such revenues do in fact exceed either such 10% threshold, neither the Investor nor Investor Parent shall be deemed to be in breach of its name, location the IAC Non-Compete by reason thereof unless the Investor or Investor Parent has not divested or agreed to sell (and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her does sell) the portion of such business giving rise to such breach (but for this proviso) within the six (6) month period following the termination closing of said acquisition; or (B) entering into or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested participating in any proprietorshipjoint venture, partnership, firmcommercial agreement (including, trustwithout limitation, company, limited liability company management agreements and other strategic relationships) or other entity, other than the Company similar arrangement with any business or entity engaged in a Competitive Business (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business any of the Company in foregoing, a “Strategic Relationship”) provided that the Restricted Territory (as defined herein)assets associated with such Strategic Relationship and attributable to the Competitive Business constitute less than 10% of the assets of, other than owning an interest in a company listed on a recognized stock exchange in an amount which does and the revenues for the most recent fiscal year associated with such Strategic Relationship and attributable to the Competitive Business do not exceed five percent (5%) 10% of the outstanding stock revenues for the most recent fiscal year of, either (I) such Strategic Relationship as a whole, including such Competitive Business, or (II) the Company. (3) The IAC Non-Compete shall not restrict Interval International, an affiliate of such corporation. For purposes the Investor Parent, from conducting its current business, including reasonable extensions, of this Agreement, (i) the term "Business providing sales, marketing and operational services to developers of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedtimeshare properties, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) providing Membership Services to timeshare owners and other independent members, provided that in no event shall the foregoing be deemed to allow Interval International to directly or indirectly (A) provide online travel agency or similar services within the PRC or (B) market online travel agency or similar services to customers or members located within the PRC. “Membership Services” include, but are not limited to, the right to exchange owned vacation accommodations for other accommodations or travel products (i.e. cruises, spa packages, etc.), access to other vacation properties at special rates, and other travel or leisure related benefits. (4) It is understood and agreed that, for all purposes of this Section 5.10 (including, without limitation, with respect to the proviso of the first sentence of Section 5.10(a)(3)), the fact that a person located in the PRC may be able to access a travel service of IAC Parent or its subsidiaries of affiliates shall not mean, in and of itself, that the IAC Non-Compete has been violated or otherwise breached, unless such service was marketed specifically to the residents of the PRC, the parties acknowledging that global communications and the Internet make it possible for individuals around the world to connect with services that are neither intended to be, nor targeted, for such persons. Without derogating from the foregoing for purposes of clarity, “Competitive Business” shall not mean either (i) providing travel services to PRC residents if such services are not marketed specifically to such PRC residents, for example, if a PRC resident clicks on an advertisement on Xxxxxx.xxx that Expedia purchased, is taken to Xxxxxxx.xxx, and subsequently purchases travel services on Xxxxxxx.xxx including travel services provided in the PRC; or (ii) commercial arrangements with third party websites (e.g., private label arrangements) operated or managed from within the PRC that may promote the travel services of the Investor and the Investor Parent on their websites to PRC residents including travel services provided in the PRC; provided that in each such case the Investor and the Investor Parent are not marketing such services specifically to residents of the PRC) (b) Until the IAC Control Date, neither the Investor nor the Investor Parent shall directly or indirectly solicit any person employed by the Company or its affiliates to enter the employ of the Investor, the Investor Parent or any other person or entity. (c) The Investor and the Investor Parent agree that they shall not (and shall ensure and guarantee that their subsidiaries and affiliates do not) at any time reveal to any person or entity any Proprietary Information (as defined below) and shall not use or attempt to use any Proprietary Information for its own benefit, or for the benefit of any third party or in any manner which may injure or cause loss or may be calculated to injure or cause loss (whether directly or indirectly) to the Company, the Subsidiary or the New Subsidiary. As used herein, the term "Restricted Territory" means “Proprietary Information” shall mean all data, business methods, trade secrets, information, documents or forms pertaining to the geographical area consisting financial condition, business affairs or prospects of, or otherwise developed or owned by, the Company, the Subsidiary or the New Subsidiary, whether or not any of the foregoing is published or unpublished, protected or susceptible to protection under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure such protection, provided that notwithstanding the foregoing, the term “Proprietary Information” shall not include any of the foregoing information or materials to the extent (i) generally known to the public through no wrongful act of the Investor or the Investor Parent; (ii) lawfully received by the Investor or the Investor Parent from a seventy mile radius surrounding each city third party without restriction on disclosure and without a breach by the third party of any obligation of confidentiality; (and including such cityiii) independently developed by the Investor or the Investor Parent without use of any Proprietary Information, or (iv) required to be disclosed by a court of competent jurisdiction; provided, however, in which the case of the foregoing clause (iv), the Company maintains either an office is provided reasonable advance opportunity to seek in camera or a telecommunications facilityother protection with respect to such disclosure.

Non-Competition Covenant. Employee acknowledges that (a) As a material and valuable inducement for the covenants set forth in Purchaser to enter into this Section 4.3 are reasonable in scope Agreement, pay and essential to deliver the preservation of Purchase Price consideration and consummate the Business of transactions provided for herein, during the Company "RESTRICTED PERIOD" (as defined hereinhereinafter defined). Employee also acknowledges that the enforcement of the covenant set forth , each Seller agrees, unless otherwise permitted by TSI in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfwriting, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his directly or her employment indirectly, for himself, herself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) market or sell cruise reservations directly or indirectly to individual consumers in North America (the "RESTRICTED TERRITORY"); (ii) solicit any person who is, at that time, or who has been within six months prior to that time, an employee, independent contractor, franchisee or consultant of TSI or any cruise reservation company owned by TSI (collectively with TSI, the "TSI ENTITIES" and each (including TSI), a "TSI ENTITY") for a period the purpose or with the intent of enticing such employee away from or out of the employ of any TSI Entity; or (iii) solicit any person or entity which is, at that time, or which has been within one (1) year after the end of his or her employmentprior to that time, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business a customer of the Company in Company. Notwithstanding the Restricted Territory (above, the foregoing covenant shall not be deemed to prohibit such Seller from acquiring as defined herein), other an investment not more than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding capital stock of such corporation. For purposes a competing business, whose stock is traded on a national securities exchange or over-the-counter; further the foregoing covenants shall not be deemed to prohibit any Seller from continuing to market and sell cruise reservations to corporations and other organizations in connection with incentive trips and meetings, which is an activity currently engaged in by Marketing Equities International, an affiliate of Sellers. (b) As used in this Agreement, (i) the term "Business of the CompanyRESTRICTED PERIOD" shall mean and include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve a period of eighteen (12) months following termination of Employee's employment or has engaged in during the prior twelve (1218) months, as determined at any time during from the employment Closing to the eighteenth (18th) month anniversary of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityClosing.

Non-Competition Covenant. Employee acknowledges The Stockholders recognize that the their covenants set forth contained in this Section 4.3 Article 15.1 are reasonable in scope an essential part of this Agreement and essential to that, but for the preservation agreement of the Business Stockholders to comply with such covenants, Vision Twenty-One would not have entered into this Agreement. The Stockholders acknowledge and agree that their covenants not to compete are necessary to ensure the continuation of the Company (as defined herein). Employee also acknowledges that the enforcement optical and optometric business of the covenant set forth Company, and that irreparable and irrevocable harm and damage will be done to Vision Twenty-One if the Stockholders compete with Vision Twenty-One after the Closing Date. Accordingly, and as part of the consideration hereof, except for the Stockholder's ownership interest in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of Vision Insurance Plan of America and except for the Company beyond that which would arise from employment agreement between Robexx X. Xxxxxxxx xxx Vision Twenty-One, none of the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she Stockholders shall not, during his or her employment and for a period of one five (15) year after years from the end of his or her employment, Closing Date directly or indirectly, engage in or become directly or indirectly interested in any proprietorshipeither as principal, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employeeagent, independent contractor, agent, servant, consultant, lessordirector, lessee officer, employee, employer, advisor, stockholder, partner, or otherwisein any other individual or representative capacity whatsoever: (a) that competes with engage in any medical or optometric practice management business within the Company State of Wisconsin; (b) engage in the Business conduct of a retail optical business within the State of Wisconsin; (c) engage in the conduct of an optometry business within twenty (20) miles of any office location of the Company existing on the Closing Date; (d) solicit the employees of Vision Twenty-One to become employed by any Stockholder or otherwise terminate their employment relationship with Vision Twenty-One; (e) render advice or assistance, or have any interest in, or provide any services to any competitor of the Company or, in the Restricted Territory (as defined herein)case of Robexx X. Xxxxxxxx, other Xxsion Twenty-One; provided, however, that ownership of no more than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has a publicly traded corporation engaged in during the prior twelve a competitive business shall not be deemed to be engaging in a competing business; or (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.f)

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living As partial consideration for himself or herselfVersant Germany’s agreements hereunder, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end date of (i) a voluntary termination by Managing Director of his employment with Versant Germany, (ii) a termination of Managing Director’s employment with Versant Germany without Cause, (iii) a termination of Managing Directors’ employment with Versant Germany for Cause or her employment(iv) any other termination of Managing Director’s employment with Versant Germany (such one (1) year period being hereinafter referred to as the “Non-Competition Period”), Managing Director shall not, directly or indirectly, engage in any Competitive Activities (as defined below) with, or for the direct or indirect benefit of, any of the object-oriented database companies or businesses listed in Part A of Annex 2 attached hereto (“Part A Competitors”) or any of their affiliates or successors-in-interest; provided further, that in addition to the foregoing covenant, Managing Director also agrees that, for so long during the Non-Competition Period as Versant Germany continues (at its sole option and discretion) to pay Managing Director a monthly payment (in addition to any Severance Payment that may become payable to Managing Director hereunder) equal to fifty percent (50%) of Managing Director’s monthly base salary in effect on the date of termination of his employment, Managing Director shall not, directly or indirectly interested indirectly, engage in any proprietorshipCompetitive Activities (as defined below) with, partnershipor for the direct or indirect benefit of, firmany of the companies or businesses listed in Part B of Annex 2 attached hereto (“Part B Competitors”) or any of their affiliates or successors-in-interest (it being acknowledged that nothing herein obligates Versant Germany to make any payment described in this proviso). As used herein, trustthe term “Competitive Activities” shall mean (i) providing services, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, memberan employee, officer, director, employee, independent contractor, agent, servantfreelancer, consultant, lessoradvisor to, lessee or otherwise) that competes with the Company in the Business other service provider, whether such services are rendered for any compensation or are provided free of the Company in the Restricted Territory (as defined herein)charge, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) or investing or lending money to a third party. If the term "Restricted Territory" means the geographical area consisting Managing Director breaches this obligation not to compete, then Versant Germany shall be immediately released of all further obligation to pay Managing Director any unpaid Severance Payment that would otherwise be payable to Managing Director and, in addition, can claim a contractual fine for each case of a seventy mile radius surrounding breach in the amount of one (1) month of Managing Director’s last Base Salary, in addition to seeking an injunction against such breach by the Managing Director. In case of a permanent breach this fine is due again for each city (commenced month of a breach. Any further claims, including claims for cease-and-desist and including such cityfor damages, shall not be affected hereby. If any of the provisions of this §5B(6) is held to be invalid, the remaining provisions shall remain valid and shall be construed in a manner in which such provisions are enforceable to the Company maintains either an office or a telecommunications facilitymaximum extent permitted by applicable law.

Non-Competition Covenant. Employee acknowledges that (a) During the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Term and for a period of one (1) year year, inclusive of any period provided by notice of termination by either party, after the end termination of his the Agreement (whether such termination is with or her employmentwithout cause, or whether such termination is occasioned by the eMaxDirect or Cognigen), eMaxDirect and each and every individual involved (currently or in the future) as an officer, director or shareholder shall not, as provided by applicable law, directly or indirectly or otherwise provide or sponsor assistance to any third party who may attempt to or does circumvent or become involved in competition (gratuitously or deriving revenue or other benefit therefrom) within the telecommunication industry, including but not limited to: (i) engage in competition with Cognigen in any manner or capacity (e.g., as an advisor, principal, agent, partner, officer, director, stockholder, employee, member of any association or otherwise) in any phase of the training of telecommunications industry sales agents; (ii) assist or encourage any other person in carrying out, directly or indirectly, engage in or become any activity that would be prohibited by the above provisions of this Section 23 if such activity were carried out by the eMaxDirect, either directly or indirectly interested in indirectly. In particular the eMaxDirect agrees that he will not, directly or indirectly, induce any proprietorshipemployee of Cognigen to carry out, partnershipdirectly or indirectly, firmany such activity; and (iii) after termination of the Agreement, trust, company, limited liability company or other entitysolicit any Cognigen Independent Sales Agent to offer training services, other than in accordance the Company provisions of any agreement the eMaxDirect equity holders might have with Cognigen. (whether b) Ownership by the eMaxDirect, as ownera passive investment, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of less than 5% of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company outstanding shares of capital stock of any corporation listed on a recognized stock national securities exchange or publicly traded on Nasdaq shall not constitute a breach of this Section 23. (c) eMaxDirect agrees that the restrictions and agreements contained in an amount this Section 23 are reasonable and necessary to protect the legitimate interests of Cognigen and that any violation of this Section 23 will cause substantial and irreparable harm to Cognigen that would not be quantifiable and for which does not exceed five percent no adequate remedy would exist at law and accordingly injunctive relief shall be available for any violation of this Section 23. (5%d) If the business activities covered by, this Section 23 are in excess of what is valid and enforceable under applicable law, then such provision shall be construed to cover only that duration, geographical extent or activities that are valid and enforceable. eMaxDirect acknowledges the uncertainty of the outstanding stock of such corporationlaw in this respect and expressly stipulates that this Agreement be given the construction which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law. For purposes This Section 23 survives the termination of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby a) Seller agrees that he or she shall it will not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorshipduring the period commencing on the Date of Inventory and expiring on the three (3) year anniversary of the Date of Inventory (the “Restrictive Period”): (i) anywhere within a radius of ten (10) miles of the Buyer’s store located at 000 Xxxxxxxx Xxxxxx, partnershipDanvers, firmMassachusetts 01923 (the “Territory”), trustbe employed by form, companyacquire, limited liability company or other entityinvest in, other than the Company (finance, own, operate, manage, , whether as ownera stockholder, partner, trusteelessor, beneficiary, stockholderlessee, member, officerjoint venture, directoradvisor, employee, consultant or independent contractor, agent, servant, consultant, lessor, lessee or otherwisean enterprise (a “Competing Business”) that competes with the Company which is engaged in the Business business of any pharmacy, drug store and/or health and beauty aid store operation, or any service competitive with, or having the Company same applications as, any products or services now sold by the Seller in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) conduct of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employeeits business; and (ii) hire, engage, employ or interfere with or attempt to hire, engage, employ or interfere with any current employees employed within the term "Restricted Territory" means , representatives or agents of Buyer, or any affiliates now controlling, controlled by, or under common control with Buyer (an “Affiliate”), or induce or attempt to induce any of them to leave the geographical area consisting employ of Buyer or any Affiliate, or violate the terms of his or her contract with Buyer or any Affiliate; or (iii) call upon, solicit, advise or otherwise do or attempt to do, business with any clients, suppliers, customers or accounts of the business of Seller or the Buyer or any Affiliate or take away or interfere or attempt to take away or interfere with any custom, trade, business or patronage of the business of Seller or the Buyer or any Affiliate. Buyer acknowledges that Seller’s continued ownership and operation of the stores located at 00 Xxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx and 00 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx shall not be a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitybreach of this Article 6.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential if he/she were to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business of Xxxxxxxx, Employee could cause serious harm to the Company. Employee further acknowledges that during his/her employment, Employee will be provided access to Trade Secrets and to other valuable Confidential Information that may not qualify as Trade Secrets. In addition, Employee acknowledges that, during the course of employment, he/she will build and maintain substantial relationships with specific existing and prospective customers or clients and will be responsible to maintain and build customer or client goodwill associated with the Business of Xxxxxxxx throughout the United States and other countries in which Xxxxxxxx operates. Further, Employee acknowledges that he/she will derive significant value from the Company in and from the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Confidential Information and Trade Secrets of the outstanding stock of such corporation. For purposes of this AgreementCompany provided during employment with the Company, (i) which will enable Employee to optimize the term "Business performance of the Company" shall include all business activities ’s performance and ventures related to providing telecommunications services or products in which Employee’s own personal, professional, and financial performance. Therefore, during Employee’s employment with the Company is engaged, plans to engage in the next and for a period of twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment cessation of the Employee; and (ii) ’s employment with the term "Company for any reason, the Employee agrees that he/she shall not, directly or indirectly, provides services as an executive, manager, consultant adviser, or in any other role similar to the role Employee held with Xxxxxxxx, to any business entity engaged in the Business of Crawford within the Restricted Territory" means ; provided that Employee shall not be restricted from engaging in the geographical area consisting business of an insurance carrier whose revenue exceeds $100 million so long as such carrier's claims management and adjusting activities do not account for more than 10% of such company’s revenue. Employee agrees that the restrictions in this Section are reasonable in scope and do not constitute a seventy mile radius surrounding each city (and including such city) restraint of trade with respect to Employee’s ability to obtain alternative employment in which the event Employee’s employment with the Company maintains either an office or a telecommunications facilityends for any reason.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential if he were to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes compete with the Company in the Business of Cxxxxxxx, Employee could cause serious harm to the Company. Employee further acknowledges that during his employment, Employee will be provided access to Trade Secrets and to other valuable Confidential Information that may not qualify as Trade Secrets. In addition, Employee acknowledges that, during the course of employment, he will build and maintain substantial relationships with specific existing and prospective customers or clients and will be responsible to maintain and build customer or client goodwill associated with the Business of Cxxxxxxx throughout the United States and other countries in which Cxxxxxxx operates. Further, Employee acknowledges that he will derive significant value from the Company in and from the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) Confidential Information and Trade Secrets of the outstanding stock of such corporation. For purposes of this AgreementCompany provided during employment with the Company, (i) which will enable Employee to optimize the term "Business performance of the Company" shall include all business activities ’s performance and ventures related to providing telecommunications services or products in which Employee’s own personal, professional, and financial performance. Therefore, during Employee’s employment with the Company is engaged, plans to engage in the next twelve and for a period of eighteen (1218) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment cessation of the Employee; and (ii) ’s employment with the term "Company for any reason, the Employee agrees that he shall not, directly or indirectly, provide services as an executive, manager, consultant adviser, or in any other role similar to the role Employee held with Cxxxxxxx, to any business entity engaged in the Business of Cxxxxxxx within the Restricted Territory" means ; provided that Employee shall not be restricted from engaging in the geographical area consisting business of an insurance carrier whose revenue exceeds $100 million so long as such carrier's TPA claims management and adjusting activities do not account for more than 10% of such company’s revenue including premiums. Employee agrees that the restrictions in this Section are reasonable in scope and do not constitute a seventy mile radius surrounding each city (and including such city) restraint of trade with respect to Employee’s ability to obtain alternative employment in which the event Employee’s employment with the Company maintains either an office or a telecommunications facilityends for any reason.

Non-Competition Covenant. Employee acknowledges that (a) Each Member agrees that, from the covenants set forth in this Section 4.3 are reasonable in scope and essential to date hereof until the preservation date three (3) years after the Member or any of its Affiliated Persons no longer holds any Membership Interest or, if earlier, the date of the Business dissolution or liquidation of the Company (as defined hereinor any successor thereto) (the "Non-Competition Period"). Employee also acknowledges that the enforcement of the covenant set forth , within any jurisdiction or marketing area in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result or any of its name, location and reputation that Affiliated Persons is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him doing business or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employmentis qualified to do business, directly or indirectlyindirectly it shall not own, engage manage, operate, control, be employed by or participate in the ownership, management, operation or become directly control of, or indirectly interested be connected in any proprietorshipmanner with any In-Flight Entertainment Business other than the Company; provided, partnership, firm, trust, company, limited liability company or other entity, that either Member may -38- incorporate goods and services produced by an In-Flight Entertainment Business other than the Company in such Member's products if customers of such Member request it to do so; and provided further that, notwithstanding the immediately preceding proviso, each of the Members hereby agree to use its commercially reasonable efforts to promote the use by such Member's customers of the Company's products and provided, further, that nothing contained in this Section 19.3 shall restrict or prohibit any Member from providing repair or maintenance service to Persons manufacturing, selling or using In-Flight Entertainment Systems. (whether as ownerb) Each Member also agrees for the duration of the Non-Competition Period not to persuade or attempt to persuade any potential customer to which the Company or any of its Subsidiaries has made a presentation, partneror with which the Company or any of its Subsidiaries has been having discussions, trusteenot to hire the Company or such Subsidiary, beneficiaryor to hire another company. (c) Each Member also agrees for the duration of the Non-Competition Period not to solicit for itself or any Person other than the Company or any of its Subsidiaries the business of any Person, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes in connection with the Company in the Business sale of In-Flight Entertainment Systems, which is a customer, supplier or distributor of the Company in or any of its Subsidiaries, or was its customer, supplier or distributor within two (2) years prior to the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes date of this Agreement. (d) Each Member acknowledges that a breach of its covenants contained in Section 19.3(a)-(c) may cause irreparable damage to the other Members, (i) the term "Business exact amount of which will be difficult to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, each of the Company" Members agrees that if it breaches any of the covenants contained in Section 19.3(a)-(c) in addition to any other remedy which may be available at law or in equity, the other Members shall include be entitled to specific performance and injunctive relief. (e) The Members further acknowledge that the time, scope, geographic area and other provisions of Section 19.3(a) have been specifically negotiated by sophisticated commercial parties and agree that all business such provisions are reasonable under the circumstances of the activities and ventures related contemplated by this Agreement. In the event that the agreements in Section 19.3(a) shall be determined by any court of competent jurisdiction to providing telecommunications services be unenforceable by reason of their extending for too great a period of time or products over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the Company is engagedmaximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, all as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including by such city) court in which the Company maintains either an office or a telecommunications facilitysuch action.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "“Business of the Company" ” shall include all business activities and ventures related to providing telecommunications services or products in which the Company Global Capacity Group, Inc. is engaged, plans to engage in the next twelve (12) months following termination of Employee's ’s employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "“Restricted Territory" ” means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.the

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 SECTION 3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein)Company. Employee also acknowledges that the enforcement of the covenant covenants set forth in this Section 4.3 SECTION 3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee his of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendorsprincipals, customers, principals suppliers and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment the period he is employed by the Company and for a period one year from the date of one (1) year after the end termination of his or her employmentemployment (the "RESTRICTED PERIOD"), directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company entity (whether as owner, partner, lessor, licensor, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company or its affiliates, in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

Non-Competition Covenant. Employee (a) Each of the Controlling Persons acknowledges that (i) this Agreement includes certain consideration in respect of the goodwill associated with the operation of the Restricted Businesses by the Sellers, (ii) the covenants of the Controlling Persons contained in this SECTION 6.5 are a material inducement to the Buyers to enter into this Agreement, (iii) the Buyers and each of their respective Affiliates (each a "Buyer Entity" and collectively, the "Buyer Entities") has expended and will expend considerable time, effort and capital to develop the Restricted Businesses, and (iv) the Buyers and each of the other Buyer Entities has a legitimate business interest in protecting its investment in the Restricted Businesses and would be irreparably damaged if any Controlling Person were to breach the covenants set forth in this SECTION 6.5. Accordingly, each of the Controlling Persons agrees that the covenants set forth in this Section 4.3 SECTION 6.5, (w) are separate and independent covenants for which valuable consideration has been paid, the receipt, adequacy and sufficiency of which are acknowledged by the Controlling Persons, (x) are cumulative to all other covenants of the Controlling Persons in favor of the Buyers and the other Buyer Entities contained in this Agreement and shall survive the termination of this Agreement for the purposes intended, (y) are reasonable in scope and essential necessary to protect and preserve the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner conduct and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise Restricted Businesses by the Buyers and the other Buyer Entities, and (z) do not impose an undue hardship upon any of the Controlling Persons, do not unreasonably restrict the Controlling Persons with respect to or from the competition performance of an unrelated third party services of, relating to or connected with similar skills. Employee hereby the Restricted Businesses, the management thereof or otherwise, and are reasonable with respect to their duration, geographical area and scope. (b) Each of the Controlling Persons covenants and agrees that he that, during the Restricted Period, he, she or she it shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage either individually, in or become directly or indirectly interested in any proprietorship, partnership, firmjointly or in conjunction with any other Person, trust, company, limited liability company or other entity, other than the Company (whether as principal, agent, officer, director, shareholder, owner, partner, trustee, beneficiary, stockholderjoint venturer, member, officer, directormanager, employee, independent contractor, agent, servant, consultant, lessoradvisor, lessee sales representative or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), any other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, capacity whatsoever: (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in any Restricted Business within the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and Restricted Territory; (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office solicit, interfere with, disturb, or a telecommunications facility.seek to interfere with or disturb the

Non-Competition Covenant. Employee acknowledges that (a) Until the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation later of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her i) three (3) years following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise Employee's employment with the Employer or any of its Affiliates, or (ii) (A) in the event the Employee's employment is terminated by the LLC other than For Cause or a Unanimous Termination Decision, five (5) years from the competition of an unrelated third party with similar skills. date hereof, or (B) in the event the Employee's employment terminates for any other reason, ten (10) years from the date hereof, the Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in any Prohibited Competition Activity. (b) In addition to, and not in limitation of, the provisions of Section 6(a), the Employee agrees, for the benefit of the Employer and the Company, that from and after the termination of his employment with the Employer and until the later of (i) three (3) years following the termination of the Employee's employment with the Employer or become any of its Affiliates, or (ii) A) in the event the Employee's employment is terminated by the LLC other than For Cause or a Unanimous Termination Decision, five (5) years from the date hereof, or (B) in the event the Employee's employment terminates for any other reason, ten (10) years from the date hereof, the Employee shall not, directly or indirectly interested in any proprietorshipindirectly, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, part-owner, shareholder, partner, member, director, officer, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, agent or consultant, lessoror in any other capacity, lessee on behalf of himself or otherwiseany Person other than the Employer: (i) provide Investment Management Services to any Person that competes with the Company in the Business is a Past, Present or Potential Client of the Company Employer; provided, however, that this clause (i) shall not be applicable to clients of the Employer (including Potential Clients) who are also members of the Immediate Family of the Employee; (ii) solicit or induce, whether directly or indirectly, any Person for the purpose (which need not be the sole or primary purpose) of (A) causing any funds with respect to which the Employer provides Investment Management Services to be withdrawn from such management, or (B) causing any Client of the Employer (including any Potential Client) not to engage the Employer or any of its Affiliates to provide Investment Management Services for any or additional funds; (iii) contact or communicate with, in either case in connection with Investment Management Services, whether directly or indirectly, any Past, Present or Potential Clients of the Restricted Territory Employer; provided, however, that this clause (iii) shall not be applicable to clients of the Employer (including Potential Clients) who are also members of the Immediate Family of the Employee; or (iv) solicit or induce, or attempt to solicit or induce, directly or indirectly, any employee or agent of, or consultant to, the Employer or any of its Controlled Affiliates to terminate its, his or her relationship therewith, hire any such employee, agent or consultant, or former employee, agent or consultant, or work in any enterprise involving investment advisory services with any employee, agent or consultant or former employee, agent or consultant, of the Employer or its Controlled Affiliates who was employed by or acted as defined hereinan agent or consultant to the Employer (or its predecessor, the Company) or its Controlled Affiliates at any time during the two (2) year period preceding the termination of the Employee Stockholder's employment (excluding for all purposes of this sentence, secretaries and persons holding other similar positions). Notwithstanding the provisions of Sections 6(a) and 6(b), other than owning an interest the Employee may make passive investments in a company listed on a recognized stock exchange in an amount competitive enterprise the shares or other equity interests of which does not exceed are publicly traded, provided his holding therein together with any holdings of his Affiliates and members of his Immediate Family, less than five percent (5%) of the outstanding stock shares of comparable interests in such corporation. For purposes entity at the time such investments are made. (c) The Employee, the Employer and the Company agree that the periods of time and the unlimited geographic area applicable to the covenants of this Section 6 and of Section 2 are reasonable, in view of the Employee's status as significant stockholder of the Company and his receipt of his share of the Merger Consideration in the Purchase Agreement, (i) and which will contribute its investment advisory business to the term "Business Employer, the Employee's receipt of a member interest in the Employer, the Employee's receipt of the Company" shall include all payments specified in Section 1 above, the geographic scope and nature of the business activities and ventures related to providing telecommunications services or products in which the Company Employer is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment knowledge of the Employer's (and its predecessor, the Company's) businesses and the Employee's relationships with the Employer's and the Company's investment advisory clients. However, if such period or has engaged such area should be adjudged unreasonable in during any judicial proceeding, then the prior twelve (12) monthsperiod of time shall be reduced by such number of months or such area shall be reduced by elimination of such portion of such area, or both, as determined at any are deemed unreasonable, so that this covenant may be enforced in such maximum area and during such maximum period of time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityas are adjudged to be reasonable.

Non-Competition Covenant. Employee acknowledges that (a) As a material and valuable inducement for the covenants set forth in Purchaser to enter into this Section 4.3 are reasonable in scope Agreement, issue and essential to deliver the preservation shares of TSI Stock hereunder and consummate the Business of transactions provided for herein, during the Company "RESTRICTED PERIOD" (as defined hereinhereinafter defined). Employee also acknowledges that the enforcement of the covenant set forth , each Seller agrees, unless otherwise permitted by TSI in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfwriting, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his directly or her employment indirectly, for himself or herself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor or as a sales representative, in any travel service business in direct competition with TSI or any subsidiary or Affiliate of TSI (collectively with TSI, the "TSI Entities" and for each (including TSI), a period "TSI Entity"), within the United States or within 100 miles of any other geographic area in which any TSI Entity conducts business, including any territory serviced by any TSI Entity (the "RESTRICTED TERRITORY"); (ii) solicit any person who is, at that time, or who has been within one (1) year after prior to that time, an employee of any TSI Entity for the end of his purpose or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business intent of enticing such employee away from or out of the Company employ of any TSI Entity; (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 or supplier of any TSI Entity for the purpose of soliciting or selling products or services in direct competition with any TSI Entity within the Restricted Territory Territory; or (iv) solicit any prospective acquisition candidate, on such Seller's own behalf or on behalf of any competitor or potential competitor, which candidate was, to such Seller's knowledge, either called upon by any TSI Entity or for which TSI made an acquisition analysis, for the purpose of acquiring such entity. (b) Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Seller from acquiring as defined herein), other an investment not more than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five two percent (52%) of the outstanding capital stock of such corporation. For purposes of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (c) As used in this Agreement, (i) the term "Business of the CompanyRESTRICTED PERIOD" shall include all business activities and ventures related mean a period equal to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityfive years.

Non-Competition Covenant. Employee (a) From and after the Closing Date through the third anniversary thereof, unless acting in accordance with Purchaser’s prior written consent, the Seller shall not, and shall cause its controlled Affiliates not to (as a stockholder, partner, member, equity owner, lender, financing source, consultant, agent, officer, employee, director or person in a similar position, representative or otherwise) directly or indirectly own, engage in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, any Restricted Activity or any business or enterprise that (in whole or in part) includes any Restricted Activity, in each case, anywhere in the world. (b) Notwithstanding anything to the contrary contained in the foregoing provisions of Section 5.06(a), Seller or its Affiliates may, directly or indirectly, (i) acquire a business conducting any Restricted Activity (a “Competing Business”) (whether by merger, purchase of assets, purchase of equity or otherwise) so long as such acquisition occurs as part of an acquisition of a target company (the “Target”) in which (A) the Competing Business comprises not more than fifteen (15) percent of the assets, revenues or operating profit of the Target, or (B) the Competing Business comprises less than fifty (50) percent of the assets, revenues or operating profit of the Target and the Seller or its Affiliates dispose all or a portion of the Competing Business within one (1) year of the acquisition thereof such that the Competing Business comprises not more than fifteen (15) percent of the assets, revenues or operating profit of the Target, or (ii) own or acquire up to fifteen (15) percent in the aggregate of the issued and outstanding equity securities of a business conducting any Restricted Activity. (c) Seller acknowledges that the covenants Business is global in scope and the provisions of this Section 5.06 are reasonable and necessary to protect the legitimate interests of Purchaser as the purchaser of the Company and the Subsidiaries from and after the Closing. In the event that the provisions of this Section 5.06 should ever be deemed to exceed the time, geographic, product or any other limitations permitted by applicable Law, then such provisions shall be deemed reformed to provide for the restrictions applicable to the Seller as set forth in this Section 4.3 are reasonable in scope and essential 5.06 to be enforceable against the Seller to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the maximum extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized permitted by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityapplicable Law.

Non-Competition Covenant. Employee acknowledges (a) In consideration of Buyer entering into this Agreement to acquire the Assets, Seller undertakes that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company for thirty (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (130) year months after the end Closing Date neither it nor any Affiliate of his it will: (i) participate, assist or her employment, directly or indirectly, engage in or become otherwise be directly or indirectly interested in any proprietorshipinvolved or concerned, partnershipfinancially or otherwise, firmas a member, trustshareholder, companyunitholder, limited liability company or other entitydirector, other than the Company (whether as ownerconsultant, adviser, contractor, principal, agent, manager, beneficiary, partner, associate, trustee, beneficiaryfinancier or otherwise in any business or activity which is the same as or substantially similar to the Business or any material part of it (a “Restricted Business”); (ii) solicit, stockholdercanvass, memberinduce or encourage directly or indirectly any employee of Buyer to leave the employment of Buyer, officernor shall it hire any employee who left the employment of Buyer during such thirty (30) month period without Buyer’s prior written consent, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company not to be unreasonably withheld in the Business case of the Company in the Restricted Territory an employee for whom Buyer no longer can provide a viable position; or (as defined herein)iii) solicit, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreementcanvass, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services approach or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment accept any offer from any person or has engaged in during the prior twelve (12) months, as determined entity who was at any time during the employment twenty-four (24) months immediately preceding the Closing Date a customer or supplier of the EmployeeBusiness with a view to establishing a relationship with or obtaining the patronage of that person or entity in a Restricted Business. Notwithstanding the foregoing, it is understood that Buyer and Seller and their respective Affiliates may from time to time sell to or purchase from, or solicit sales or purchases to or from, the same suppliers and/or customers. Such sales, purchases and solicitations are not precluded under this Agreement except to the extent any such sales, purchases or solicitations by Seller or its Affiliates are made with respect to Products or services in the Restricted Business or are intended to benefit or support the participation of Seller or its Affiliates in the Restricted Business. (b) If any of the separate and independent covenants and restraints referred to in clause (a) of this Section 6.13 are or become invalid or unenforceable for any reason then that invalidity or unenforceability will not affect the validity or enforceability of any other separate and independent covenants and restraints. (c) If any prohibition or restriction contained in clause (a) of this Section 6.13 is judged to go beyond what is reasonable in the circumstances, but would be judged reasonable if that activity was deleted or that period or area was reduced, then the prohibitions or restrictions apply with that activity deleted or period or area reduced by the minimum amount necessary. (d) Seller acknowledges that: (i) the prohibitions and restrictions contained in clause (a) of this Section 6.13 are reasonable and necessary; and and (ii) Seller has received valuable consideration for agreeing to the term "Restricted Territory" means covenants in clause (a) of this Section 6.13. (e) Seller and Buyer acknowledge and agree that it will be difficult to compute the geographical area consisting amount of damage or loss to Buyer if Seller violated any of their agreements under this Section 6.13, that Buyer will be without an adequate legal remedy if Seller violated the provisions of this Section 6.13, and that any such violation may cause substantial irreparable injury and damage to Buyer not fully compensable by monetary damages. Therefore, Seller and Buyer agree that in the event of any violation by Seller of this Section 6.13, Buyer shall be entitled (i) to recover from Seller monetary damages, (ii) to obtain specific performance, injunctive or other equitable relief, of either a seventy mile radius surrounding each city preliminary or permanent type, and (and including such cityiii) to seek any other available rights or remedies at law or in equity which may be exercised concurrently with the Company maintains either an office or a telecommunications facilityrights granted hereunder.

Non-Competition Covenant. Employee acknowledges The terms of this Section 24(b) shall only apply to the extent you are categorized as having a pay grade of E1 or higher (or such other pay grade as deemed by the Company to be its equivalent) as determined by and reflected on the payroll records of the Company: (i) You acknowledge and agree that the Company’s grant of the Award further aligns your interests with the long-term interests of the Company and its subsidiaries. As a condition of your receipt of Confidential Information following your entry into this Agreement, and as an express incentive for the Company to enter into this Agreement and grant the Award, you have voluntarily agreed to the covenants set forth in this Section 4.3 are reasonable in scope and essential 24, subject to the preservation provisions of Sections 24(b)(v) and 24(b)(vi) below. You agree and acknowledge that the Business limitations and restrictions set forth herein are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the goodwill, Confidential Information (including trade secrets) and legitimate business interests of the Company and its subsidiaries. (as defined herein). Employee also acknowledges ii) You agree that during the enforcement term of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that your employment with the Company has obtained an advantage over its competitors as a result or any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment subsidiaries and for a period of one year following the date on which you are no longer employed by the Company or any of its subsidiaries (1) year after the end “Prohibited Period”), you will not, without the prior written approval of his or her employmentthe Board, directly or indirectly, for your benefit or for the benefit of others, engage in or become participate within the Market Area in competition with the Company or any of its subsidiaries in any aspect of the Business, which prohibition shall prevent you from directly or indirectly interested in indirectly: (A) owning, managing, operating, or being an officer or director of, any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) business that competes with the Company or any of its subsidiaries in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with the Company or any of its subsidiaries in any capacity (with respect to this clause (B)) in which your duties or responsibilities involve direct or indirect responsibilities with respect to any aspect of the Business. Exhibit 10.41 (iii) You agree that during the Prohibited Period, you will not, without the prior written approval of the Board, directly or indirectly, for your benefit or for the benefit of others, appropriate any Business Opportunity of, or relating to, the Company or any of its subsidiaries located in the Market Area. (iv) You agree that during the Prohibited Period, you will not, without the prior written approval of the Board, directly or indirectly, for your benefit or for the benefit of others, solicit, canvass, approach, encourage, entice or induce any customer or supplier of the Company or any of its subsidiaries with whom or which you had contact or for whom or which you had direct or indirect responsibility on behalf of the Company or any of its subsidiaries or about whom or which you have obtained Confidential Information in the Restricted Territory course of your employment with the Company or any of its subsidiaries to cease or lessen such customer’s or supplier’s business with the Company or any of its subsidiaries. (as defined hereinv) Notwithstanding the foregoing, the above-referenced limitations in Sections 24(b)(ii), other than owning an interest 24(b)(iii) and 24(b)(iv), shall not apply following the date that you are no longer employed by the Company or any of its subsidiaries in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) those portions of the outstanding stock Market Area located within the State of Oklahoma. Instead, you agree that during the portion of the Prohibited Period that follows the date you are no longer employed by the Company or any of its subsidiaries, the restrictions on your activities within those portions of the Market Area located within the State of Oklahoma (in addition to those restrictions set forth in Section 24(a) and Section 24(c) below) shall be as follows: during such corporation. For purposes portion of this Agreementthe Prohibited Period, (i) you will not directly or indirectly solicit the term "Business sale of goods, services, or a combination of goods and services from the established customers of the Company" . (vi) Further notwithstanding the foregoing: (A) none of the covenants or limitations set forth in this Section 24(b) or Section 24(c) below shall include all business apply to you if you primarily reside and work in California or to any of your activities and ventures related to providing telecommunications services or products occurring in which the State of California following the period that you are no longer employed by the Company is engagedor any of its subsidiaries; (B) none of the covenants or limitations set forth in Sections 24(b)(ii), plans (iii) and (iv) shall apply to engage you if you primarily reside or work in Colorado or to any of your activities occurring in the next twelve State of Colorado unless: (12A) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; date on which you enter into this Agreement and (ii) at the term "Restricted Territory" means time any of such covenants are enforced, you earn an amount of annualized cash compensation equivalent to or greater than the geographical area consisting of a seventy mile radius surrounding each city (and including such city) threshold amount for highly compensated workers as set forth in which the Company maintains either an office or a telecommunications facility.Colo. Rev.

Non-Competition Covenant. Employee acknowledges that (i) Except as provided in section 8.1(a)(ii), during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company Restricted Period (as defined hereinbelow). Employee also acknowledges that the enforcement , none of the covenant set forth in this Section 4.3 Sellers will not preclude Employee from being gainfully employed in such manner and to (except for his services for the extent as to provide a standard of living Companies under his respective Employment Agreement) for himself his own account or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships jointly with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employmentanother, directly or indirectly, engage in for or become directly or indirectly interested in on behalf of any proprietorshipindividual, partnership, firm, trust, company, limited liability company corporation or other legal entity, as principal, agent or otherwise: own, control, manage, be employed by, consult with, or otherwise participate in, within the Restricted Area (as hereinafter defined): (A) a business which offers commodities brokerage, commodities advisory services, or commodities risk management services; or (B) a business which provides services which compete with services currently offered by the Companies (the activities described in this Section are referred to collectively as the “Restricted Business”). (ii) The limitations under Section 8.1(a)(i) shall not apply to Xxxx Xxxxx’x and Xxxxxx Xxxxxxx’x ownership interests in Scientific Trading Solutions Inc. (the “Excluded Company”), subject to the following conditions: (A) the ownership interests of Xxxx Xxxxx and Xxxxxx Xxxxxxx in the Excluded Company shall be less than 51% of all outstanding equity interests in the Excluded Company and 51% of the outstanding voting equity interests in the Excluded Company; (B) neither Xxxx Xxxxx nor Xxxxxx Xxxxxxx shall participate in any active and on-going management or operation of the Excluded Company; and (C) the Excluded Company shall not engage in any Restricted Business other than the provision of commodities advisory services to individual accounts/collective investment accounts/institutional accounts. In the event that the Excluded Company (whether as ownershould undertake any Restricted Business other than the provision of commodities advisory services to individual accounts/collective investment accounts/institutional accounts, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company Xxxx Xxxxx and Xxxxxx Xxxxxxx shall be obligated to dispose of their interests in the Business Excluded Company within ninety (90) days. Should the Purchaser acquire or commence operations through a business entity that, in the sole judgment of the Company Purchaser, engages in the Restricted Territory (same business as defined herein)the Excluded Company, neither Xxxx Xxxxx nor Xxxxxx Xxxxxxx shall thereafter refer or introduce any customer, counterparty, or other than owning an interest in business partner or business lead to the Excluded Company without contemporaneously making a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) functionally similar referral or introduction of such customer, counterparty, or other business partner or business lead to such business entity of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityPurchaser.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, or (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 10(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges that (a) As a material and valuable inducement for the covenants set forth in Purchaser to enter into this Section 4.3 are reasonable in scope Agreement, issue and essential to deliver the preservation shares of TSI Stock hereunder and consummate the Business of transactions provided for herein, during the Company "RESTRICTED PERIOD" (as defined hereinhereinafter defined). Employee also acknowledges that the enforcement of the covenant set forth , each Seller agrees, unless otherwise permitted by TSI in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfwriting, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his directly or her employment indirectly, for himself or herself or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business of whatever nature: (i) engage, as an officer, director, shareholder, owner, partner, joint venturer or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor or as a sales representative, in any travel service business in direct competition with TSI or any subsidiary or Affiliate of TSI (collectively with TSI, the "TSI Entities" and for each (including TSI), a period "TSI Entity"), within the United States or within 100 miles of any other geographic area in which any TSI Entity conducts business, including any territory serviced by any TSI Entity (the "RESTRICTED TERRITORY"); (ii) solicit any person who is, at that time, or who has been within one (1) year after prior to that time, an employee of any TSI Entity for the end of his purpose or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business intent of enticing such employee away from or out of the Company employ of any TSI Entity; (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 or supplier of any TSI Entity for the purpose of soliciting or selling products or services in direct competition with any TSI Entity within the Restricted Territory Territory; or (iv) solicit any prospective acquisition candidate, on such Seller's own behalf or on behalf of any competitor or potential competitor, which candidate was, to such Seller's knowledge, either called upon by any TSI Entity or for which TSI made an acquisition analysis, for the purpose of acquiring such entity. (b) Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit any Seller from acquiring as defined herein), other an investment not more than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five two percent (52%) of the outstanding capital stock of such corporation. For purposes of a competing business, whose stock is traded on a national securities exchange or over-the-counter. (c) As used in this Agreement, the term "RESTRICTED PERIOD" shall mean a period equal to (i) the term "Business with respect to Xxxxxxx X. Xxxxxxx, a period of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedfive years, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) with respect to Xxxx Xxxxxxx, a period equal to the "Non-Compete" period, as such term "Restricted Territory" means is defined in the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which employment agreement between the Company maintains either an office or and Xxxx Xxxxxxx, dated as of the Closing Date and (iii) with respect to the other Sellers, a telecommunications facilityperiod of two years.

Non-Competition Covenant. Employee acknowledges that (a) Until the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation later of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her i) two (2) years following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise Employee's employment with the Employer and all of its Affiliates or (ii) twelve (12) years from the competition of an unrelated third party with similar skills. Closing Date, the Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in any Prohibited Competition Activity. (b) In addition to, and not in limitation of, the provisions of Section 6(a), the Employee agrees, for the benefit of the Employer, the Manager Member and their respective Affiliates, that from and after the termination of the Employee's employment with the Employer and its Affiliates and until the later of (i) two (2) years following the termination of the Employee's employment with the Employer and all of its Affiliates or become (ii) twelve (12) years from the Closing Date, the Employee shall not, directly or indirectly interested in any proprietorshipindirectly, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, part owner, shareholder, partner, member, director, officer, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, agent or consultant, lessoror in any other capacity, lessee on behalf of himself or otherwiseany Person other than the Employer, the WY LLC and their respective Controlled Affiliates: (i) provide Investment Management Services to any Person that competes with the Company in the Business is a Past, Present or Potential Client, PROVIDED, HOWEVER, that this clause (i) shall not be applicable to Clients (including Potential Clients) who are also members of the Company Immediate Family of the Employee; (ii) solicit or induce, whether directly or indirectly, any Person for the purpose (which need not be the sole or primary purpose) of (A) causing any funds (other than funds of which the Employee and/or members of his Immediate Family are the sole beneficial owners) with respect to which the Employer, the WY LLC or any of their respective Controlled Affiliates provides Investment Management Services to be withdrawn from such management, or (B) causing any Client (including any Potential Client) not to engage the Employer, the WY LLC or any of their respective Controlled Affiliates to provide Investment Management Services for any additional funds, PROVIDED, HOWEVER, that this clause (ii)(B) shall not be applicable to Clients (including Potential Clients) who are also members of the Immediate Family of the Employee; (iii) contact or communicate with, whether directly or indirectly, any Past, Present or Potential Clients in connection with Investment Management Services; PROVIDED, HOWEVER, that this clause (iii) shall not be applicable to Clients (including Potential Clients) who are also members of the Restricted Territory Immediate Family of the Employee; or (iv) (A) solicit or induce, or attempt to solicit or induce, directly or indirectly, any employee or agent of, or consultant to, the Employer, the WY LLC or any of their respective Controlled Affiliates to terminate its, his or her relationship therewith, (B) hire any employee, external researcher or similar agent or consultant, or former employee, external researcher or similar agent or consultant of the Employer, the WY LLC or any of their respective Controlled Affiliates who was employed by or acted as defined hereinan external researcher or similar agent or consultant of the Employer or the WY LLC (or either of their predecessors, FAID and FAI or any predecessor thereto) or their respective Controlled Affiliates at any time during the two (2) year period preceding such hiring of such Person or (C) work in any enterprise involving Investment Management Services with any employee, external researcher or similar agent or consultant or former employee, external researcher or similar agent or consultant, of the Employer, the WY LLC or any of their respective Controlled Affiliates who was employed by or acted as an agent or consultant to the Employer, the WY LLC (or either of their predecessors, FAID and FAI or any predecessor thereto) or their respective Controlled Affiliates at any time during the two (2) year period preceding the termination of the Employee's employment (excluding for all purposes of this sentence, secretaries and persons holding other similar positions); PROVIDED, HOWEVER, that this Section 6(b) shall not prohibit any firm, corporation or other business organization of which the Employee is an employee (but of which he is not a holder of any equity or other ownership interests therein, other than owning an interest holdings of publicly traded stock which (in a company listed on a recognized stock exchange in an amount which does not exceed the aggregate with the holdings of his Affiliates and Immediate Family members) constitutes less than five percent (5%) of the outstanding stock of such corporation. For purposes entity) from engaging in such activities so long as the Employee can affirmatively demonstrate that he did not cause or induce such activities, has no participation or other involvement in such activities whatsoever and does not assist or facilitate in such activities in any manner (whether through the provision of this Agreementinformation or otherwise) and PROVIDED, FURTHER, that Section 6(b)(iv)(C) shall not prohibit the Employee from working at any firm, corporation or other business organization of which the Employee is an employee (ibut of which he is not a holder of any equity or other ownership interests therein, other than holdings of publicly traded stock which (in the aggregate with the holdings of his Affiliates and Immediate Family members) constitute less than five percent (5%) of the outstanding stock of such entity) provided that (I) such firm, corporation or other business organization has at least one hundred (100) employees as of the date the Employee becomes an employee thereof and (II) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services Employee can affirmatively demonstrate that he does not personally work (directly or products indirectly) with any employee, external researcher or similar agent or consultant (or former employee, external researcher or similar agent or consultant) described in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitySection 6(b)(iv)(C).

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope (a) Subject to sub-paragraph (e), on and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year ------------------------ after the end Effective Date and so long as you are being paid pursuant to paragraph 2 or 10 (the "Non-Competition Period"), you shall not in any manner, directly or indirectly (whether as owner, stockholder, director, officer, employee, principal, agent, consultant, independent contractor, partner or otherwise), in any geographic area in which ServiceMaster or any subsidiary of his ServiceMaster is then conducting business, own, manage, operate, control, participate in, perform services for, or her employmentotherwise carry on, a business similar to or competitive with the business conducted by ServiceMaster or any subsidiary of ServiceMaster; provided, that this provision shall not prohibit you from having an ownership or other interest, including as an officer or other employee, in a ServiceMaster franchise. (b) Subject to sub-paragraph (e), you further agree that during the Non-Competition Period you shall not (i) in any manner, directly or indirectly, engage induce or attempt to induce any employee of ServiceMaster or any subsidiary of ServiceMaster to terminate or abandon his or her employment for any purpose whatsoever, or (ii) in connection with any business to which paragraph 11(a) applies, call on, service, solicit or become directly otherwise do business with any current or indirectly interested prospective customer of ServiceMaster or any subsidiary of ServiceMaster. (c) Nothing in any proprietorship, partnership, firm, trust, company, limited liability this paragraph 11 shall prohibit you from being (i) a stockholder in a mutual fund or a diversified investment company or other entity, other (ii) a passive owner of not more than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five one percent (51%) of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as you have no active participation in the business of such corporation. For purposes of this Agreementsub-paragraph (c), FairWyn Investment Company LLC, an Illinois limited liability company, shall be deemed to be a diversified investment company. (id) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedIf, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during of enforcement of this paragraph 11, a court or an arbitrator holds that the employment restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Anything in the foregoing sub-paragraphs (a) through (d) notwithstanding, if a Change in Control (as defined in the 2001 Directors Stock Plan) occurs, the Non-Competition Period shall terminate and all of the Employee; provisions of the foregoing sub-paragraphs (a) through (d) shall lapse and (ii) the term "Restricted Territory" means the geographical area consisting become of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office no further force or a telecommunications facilityeffect.

Non-Competition Covenant. Employee (a) Each Designated Stockholder acknowledges and agrees that the covenants set forth in this Section 4.3 are reasonable in scope and essential as a mutual condition to the preservation respective obligations of the parties at the Closing, and as a material inducement to the Purchaser to enter into and perform its obligations hereunder and in consideration of the payments and other consideration to be received by the Designated Stockholders under this Agreement and the Related Documents, such Designated Stockholder shall not, without the prior written consent of the Purchaser, at any time during the period beginning on the Closing Date and ending on the fifth (or third with respect to Xxxx X. Xxxx and Xxxxxxx X. Xxxxxxx only) anniversary thereof (in each case, the "Restrictive Period"), ------------------ (i) directly or indirectly engage in, represent in any way, or be connected with, any Competing Business (as defined below), whether such engagement shall be as a director, an officer, an owner, an employee, a partner, an Affiliate or other participant in such Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in clause (i) above, (iii) induce any employees of the Purchaser or any of its Subsidiaries or other Affiliates, or any employees of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its nameSubsidiaries, location and reputation that is characterized by near permanent relationships at any time during the Restrictive Period to terminate their employment with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him the Purchaser or her following the termination or expiration any of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company its Subsidiaries or other entityAffiliates, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes to terminate their employment with the Company or any of its Subsidiaries, or to engage in any Competing Business, or (iv) induce any customer, vendor or agent or any other Person with which the Business of Purchaser or any or its Subsidiaries or other Affiliates, or with which the Company in or any of its Subsidiaries, has a business relationship, contractual or otherwise, at any time during the Restricted Territory (as defined herein), other Restrictive Period to terminate or alter such business relationship. This covenant is considered an integral part of this Agreement. The foregoing restriction shall not apply to a Designated Stockholder's ownership of publicly traded Securities that represent less than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock ownership interests of such corporation. For purposes of this Agreementthe issuer. (b) As used herein, the term "Competing Business" means (i) any ------------------ business conducted in (A) any county in the term "Business State of New York, and (B) every other state, province, or other political subdivision of the Company" shall include all United States, Canada, Mexico, Japan, China or Europe that is engaged in the business activities and ventures related to of providing telecommunications freight forwarding or freight transportation services or operating as a non-vessel operating common carrier, or (ii) any business described in the foregoing clause (i) if such business or the services or products provided or sold by it are competitive, directly or indirectly, with the Business on the date hereof or on the Closing Date (or with respect to which there are fixed plans on the date hereof or on the Closing Date for the provision or sale of the same by the Business). Anything contained in the immediately preceding sentence to the contrary notwithstanding, any entity that has separate divisions or business units, one or more of which are engaged in a business described above, will not be deemed a Competing Business with respect to those portions of such entity that are not engaged in a business described above so long as such Designated Stockholder's association with any such separate divisions or business units (fully taking into account his, her or its functions and the nature of his, her or its work at such division or business unit) does not involve existing customers of the Company is engagedor any of its Subsidiaries or relate in any material respect to that portion of such business that would be a Competing Business hereunder. (c) If, plans at the time of enforcement of this Section 7.2, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or geographical area. Additionally, with respect to engage each county in the next twelve (12State of New York, the covenant not to compete set forth in Section 7.2(a) months following termination is intended as a separate covenant with respect thereto. If any one of Employee's employment or has engaged in during such covenants is declared invalid for any reason, such determination shall not affect the prior twelve (12) months, as determined at any time during the employment validity of the Employee; and (iiremainder of the covenants or any covenant covering territory other than the State of New York. The other covenants set forth in Section 7.2(a) shall remain in effect as if the term "Restricted Territory" means provision had been executed without the geographical area consisting invalid covenants. The parties hereto hereby declare that they intend that the remaining covenants of the provision continue to be effective without any covenants that have been declared invalid. The parties hereto acknowledge that money damages would be an inadequate remedy for any breach of this Section 7.2. Therefore, in the event of a seventy mile radius surrounding each city breach or threatened breach of this Section 7.2, the Purchaser and/or its successors or assigns may, in addition to other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Section 7.2 (and including such city) in which the Company maintains either an office without posting a bond or a telecommunications facilityother security).

Non-Competition Covenant. Employee acknowledges Xxxxxxx agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Xxxxxxx’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, or (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 10(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.9

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the CompanyBUSINESS OF THE COMPANY" shall include all business activities and ventures related to providing high speed bandwidth telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted TerritoryRESTRICTED TERRITORY" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityState of Illinois.

Non-Competition Covenant. Employee acknowledges that (a) In exchange for valuable consideration, for the covenants set forth in this Section 4.3 are reasonable in scope maximum period allowed by applicable law, but not to exceed five (5) years after the Closing Date, Consultant and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she Affiliates shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly: (i) own, engage consult, develop, lease, license (to or from any third party), operate, participate (passively or actively), or invest in or become directly be employed or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company engaged by or other entity, other than the Company otherwise affiliated with (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employeea consultant, independent contractorcontractor or otherwise) any seafood dining business and steakhouse dining business identical or commercially similar to (A) the Restaurants being sold by Seller to Purchaser pursuant to the Purchase Agreement, agentand (B) the restaurants owned and operated by Purchaser as of this date; (ii) solicit, servantinduce, consultantinfluence or attempt to influence any supplier, lessor, lessee licensor, or otherwiseany other Person who has a business relationship with Purchaser, or had a business relationship with Seller to which Purchaser succeeded under the Purchase Agreement, to discontinue or reduce the extent or scope of such relationship with Purchaser; or (iii) engage in any practice the intended purposes of which is to evade the provisions of this covenant not to compete. (b) Notwithstanding paragraph (a) above, Purchaser acknowledges and agrees that competes with the Company in the Business Consultant’s operation, establishment or expansion of the Company restaurants and the upscale dining seafood concept related thereto known as the Ocean Club are not prohibited or restricted in any way by this covenant not to compete; provided, however, that pursuant to the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) terms and subject to the conditions of the outstanding stock Purchase Agreement, Consultant may only use the name “Mitchell” pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B. Notwithstanding paragraph (a) above, Consultant’s continued operation of the catering business located in Columbus, Ohio (without any right to expansion outside of the Columbus, Ohio metropolitan area) will not be prohibited or restricted in any way by this covenant not to compete, provided, however, that Consultant shall only be permitted to use the name “Mitchell” pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B. (c) Notwithstanding paragraph (a) above, Purchaser acknowledges and agrees that Seller’s operation of the Cameron’s Steakhouse Restaurant located in Glendale, Wisconsin shall be allowed to continue operations for a period not to exceed ninety (90) days following the Closing Date; provided, however that Seller shall only be permitted to use the name “Cameron” pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B. Seller’s continued operation of this Cameron’s Steakhouse Restaurant after such corporation. For purposes ninety (90) day period shall constitute a breach of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facility.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the CompanyBUSINESS OF THE COMPANY" shall include all business activities and ventures related to providing high speed bandwidth telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted TerritoryRESTRICTED TERRITORY" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilityCook Xxxnty, Illinois.

Non-Competition Covenant. 1.1 Subject to Article 1.2 below, the Employee acknowledges that agrees that, during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation term of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment New Employment Agreement and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following after the effective termination of Employee's employment the New Employment Agreement, the Employee will not directly or indirectly perform, or assist others to perform, any activities for a Competitor competitive to the business of the Company with an effect in Switzerland, the European Economic Area as of the date of this Addendum, and/or the United States of America. This will include the undertaking not to solicit, induce or attempt to induce any customers of the Company to terminate their relationship with the Company or any affiliated businesses of the Company on behalf of a Competitor. 1.2 After the effective termination of the New Employment Agreement, the Employee may work for a Competitor provided that (a) the Competitor has engaged a diversified business as defined in Article 1.3 below; (b) the role the Employee seeks to perform is not a role in which the Competitor could benefit from the Confidential Information to which the Employee had access during the prior twelve last two (122) months, as determined at any time during years of his employment with the employment of the EmployeeCompany; and (iic) before he accepts the term "Restricted Territory" means position and begins work for the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which Competitor, the Company maintains either an office is provided, and has accepted as satisfactory to it, written assurances from both the Employee and the Competitor that the Employee will not be rendering any services which conflict with the obligations in this Addendum. 1.3 For purposes of this Addendum, “Competitor” means any person or entity including, but not limited to, the Employee or anyone acting on the Employee’s behalf, that is engaged or preparing to be engaged in research, development, production, manufacturing, marketing or selling of, or consulting on, any product, process, technology, machine, invention or service in existence or under development that resembles, competes with, may now or in the future compete with, can be substituted for or can be marketed as a telecommunications facilitysubstitute for any product, process, technology, machine, invention, or service of the Company that is in existence or that is, was, or is planned to be under development. “Diversified Business” means that the Competitor has distinct and separate lines of business which do not compete with the Company for whom the Employee has worked in the last two (2) years of his employment with the Company.

Non-Competition Covenant. Employee acknowledges that (a) Until the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation later of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her i) two (2) years following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise Employee's employment with the Employer and all of its Affiliates or (ii) twelve (12) years from the competition of an unrelated third party with similar skills. Closing Date, the Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in any Prohibited Competition Activity. (b) In addition to, and not in limitation of, the provisions of Section 6(a), the Employee agrees, for the benefit of the Employer, the Manager Member and their respective Affiliates, that from and after the termination of the Employee's employment with the Employer and its Affiliates and until the later of (i) two (2) years following the termination of the Employee's employment with the Employer and all of its Affiliates or become (ii) twelve (12) years from the Closing Date, the Employee shall not, directly or indirectly interested in any proprietorshipindirectly, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, part owner, shareholder, partner, member, director, officer, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, agent or consultant, lessoror in any other capacity, lessee on behalf of himself or otherwiseany Person other than the Employer, the DE LLC and their respective Controlled Affiliates: (i) provide Investment Management Services to any Person that competes with is a Past, Present or Potential Client, PROVIDED, HOWEVER, that this clause (i) shall not be applicable to Clients (including Potential Clients) who are also members of the Company Immediate Family of the Employee; (ii) solicit or induce, whether directly or indirectly, any Person for the purpose (which need not be the sole or primary purpose) of (A) causing any funds (other than funds of which the Employee and/or members of his Immediate Family are the sole beneficial owners, subject to those restrictions relating thereto set forth in the Business Purchase Agreement) with respect to which the Employer, the DE LLC or any of their respective Controlled Affiliates provides Investment Management Services to be withdrawn from such management, or (B) causing any Client (including any Potential Client) not to engage the Employer, the DE LLC or any of their respective Controlled Affiliates to provide Investment Management Services for any additional funds, PROVIDED, HOWEVER, that this clause (ii)(B) shall not be applicable to Clients (including Potential Clients) who are also members of the Company Immediate Family of the Employee; (iii) contact or communicate with, whether directly or indirectly, any Past, Present or Potential Clients in connection with Investment Management Services; PROVIDED, HOWEVER, that this clause (iii) shall not be applicable to Clients (including Potential Clients) who are also members of the Restricted Territory Immediate Family of the Employee; or (iv) (A) solicit or induce, or attempt to solicit or induce, directly or indirectly, any employee or agent of, or consultant to, the Employer, the DE LLC or any of their respective Controlled Affiliates to terminate its, his or her relationship therewith, (B) hire any employee, external researcher or similar agent or consultant, or former employee, external researcher or similar agent or consultant of the Employer, the DE LLC or any of their respective Controlled Affiliates who was employed by or acted as defined hereinan external researcher or similar agent or consultant of the Employer or the DE LLC (or either of their predecessors, FAI and FAID or any predecessor thereto) or their respective Controlled Affiliates at any time during the two (2) year period preceding such hiring of such Person or (C) work in any enterprise involving Investment Management Services with any employee, external researcher or similar agent or consultant or former employee, external researcher or similar agent or consultant, of the Employer, the DE LLC or any of their respective Controlled Affiliates who was employed by or acted as an agent or consultant to the Employer, the DE LLC (or either of their predecessors, FAI and FAID or any predecessor thereto) or their respective Controlled Affiliates at any time during the two (2) year period preceding the termination of the Employee's employment (excluding for all purposes of this sentence, secretaries and persons holding other similar positions); PROVIDED, HOWEVER, that this Section 6(b) shall not prohibit any firm, corporation or other business organization of which the Employee is an employee (but of which he is not a holder of any equity or other ownership interests therein, other than owning an interest holdings of publicly traded stock which (in a company listed on a recognized stock exchange in an amount which does not exceed the aggregate with the holdings of his Affiliates and Immediate Family members) constitutes less than five percent (5%) of the outstanding stock of such corporation. For purposes entity) from engaging in such activities so long as the Employee can affirmatively demonstrate that he did not cause or induce such activities, has no participation or other involvement in such activities whatsoever and does not assist or facilitate in such activities in any manner (whether through the provision of this Agreementinformation or otherwise) and PROVIDED, FURTHER, that Section 6(b)(iv)(C) shall not prohibit the Employee from working at any firm, corporation or other business organization of which the Employee is an employee (ibut of which he is not a holder of any equity or other ownership interests therein, other than holdings of publicly traded stock which (in the aggregate with the holdings of his Affiliates and Immediate Family members) constitute less than five percent (5%) of the outstanding stock of such entity) provided that (I) such firm, corporation or other business organization has at least one hundred (100) employees as of the date the Employee becomes an employee thereof and (II) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services Employee can affirmatively demonstrate that he does not personally work (directly or products indirectly) with any employee, external researcher or similar agent or consultant (or former employee, external researcher or similar agent or consultant) described in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitySection 6(b)(iv)(C).

Non-Competition Covenant. Employee acknowledges that As a necessary condition of this Agreement, Moorxxxxx xxxresents and acknowledges, and agrees to the covenants restrictions, set forth in this Section 4.3 are paragraph. Moorxxxxx xxxnowledges that the covenant set forth in this paragraph is reasonable in scope and essential to the preservation of the Business goodwill and other business interests of the Company (as defined herein)and its Business, and that Moorxxxxx'x xxxlingness to agree to the restrictions set forth in this paragraph were a material inducement to the Company's willingness to enter into the Letter Agreement. Employee also Moorxxxxx xxxo acknowledges that the enforcement of the covenant set forth in this Section 4.3 paragraph will not preclude Employee from Moorxxxxx xxxm being gainfully employed in such manner and to the such extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him, of at least the level fashion to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges Moorxxxxx xxxnowledges that the Company has and EMCO have obtained an advantage over its their competitors as a result of its nametheir names, location locations and reputation reputations that is characterized characterized, among other things, by near permanent personal relationships with vendors, customers, principals and other customer contacts which it has EMCO and the Company have developed over time and at great expenseexpense to EMCO and the Company. Furthermore, Employee acknowledges Moorxxxxx xxxnowledges that competition by him or her following the termination or expiration of his or her employment would Moorxxxxx xxxld impair the operation of the Company and EMCO beyond that which would arise from the competition of an unrelated third party with similar skills, and that the Company has chosen to enter into the Letter Agreement in large part based upon Moorxxxxx'x xxxeement not to compete with the Business in any state in which the Company, EMCO, their subsidiaries or affiliates or any other entities that the Company has announced its intention to acquire own a scrap iron and/or metal yard or processing facility on the date of this Agreement (the "RESTRICTED TERRITORY"). Employee Moorxxxxx xxxeby acknowledges that the Company shall give valuable consideration, the receipt and sufficiency of which is hereby acknowledged, to conduct the Business free of competition, direct or indirect, from Moorxxxxx. Xxorxxxxx xxxeby agrees that he or she shall not, during his or her employment and for a period of one (1) year after the end of his or her employment, directly or indirectly, engage in alone or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as owner, a partner, trustee, beneficiary, stockholderjoint venturer, member, manager, officer, director, employee, consultant, agent, independent contractor, agentstockholder or in any other capacity of any company or business, servantfor a period of five (5) years from and after the date of this Agreement, consultant, lessor, lessee or otherwise) that competes with the Company engage in the Business of the Company any business activity in the Restricted Territory (as defined herein)which business activity is directly or indirectly in competition with the Business; provided however, other that the beneficial ownership of less than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding shares of stock of such corporation. For purposes any corporation having a class of equity securities actively traded on a national securities exchange or over the counter market shall not be deemed, in and of itself, to violate the prohibitions of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) the term "Restricted Territory" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office or a telecommunications facilitySection.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable, or (v) skip tracing or collateral, property and/or asset location. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 7(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non-Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope (a) Subject to sub-paragraph (e), on and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one (1) year ------------------------- after the end Effective Date and so long as you are being paid pursuant to paragraph 2 or 9 (the "Non-Competition Period"), you shall not in any manner, directly or indirectly (whether as owner, stockholder, director, officer, employee, principal, agent, consultant, independent contractor, partner or otherwise), in any geographic area in which ServiceMaster or any subsidiary of his ServiceMaster is then conducting business, own, manage, operate, control, participate in, perform services for, or her employmentotherwise carry on, a business similar to or competitive with the business conducted by ServiceMaster or any subsidiary of ServiceMaster; provided, that this provision shall not prohibit you from having an ownership or other interest, including as an officer or other employee, in a ServiceMaster franchise. (b) Subject to sub-paragraph (e), you further agree that during the Non-Competition Period you shall not (i) in any manner, directly or indirectly, engage induce or attempt to induce any employee of ServiceMaster or any subsidiary of ServiceMaster to terminate or abandon his or her employment for any purpose whatsoever, or (ii) in connection with any business to which paragraph 10(a) applies, call on, service, solicit or become directly otherwise do business with any current or indirectly interested prospective customer of ServiceMaster or any subsidiary of ServiceMaster. (c) Nothing in any proprietorship, partnership, firm, trust, company, limited liability this paragraph 10 shall prohibit you from being (i) a stockholder in a mutual fund or a diversified investment company or other entity, other (ii) a passive owner of not more than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five one percent (51%) of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as you have no active participation in the business of such corporation. For purposes of this Agreementsub-paragraph (c), FairWyn Investment Company LLC, an Illinois limited liability company, shall be deemed to be a diversified investment company. (id) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedIf, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during of enforcement of this paragraph 10, a court or an arbitrator holds that the employment restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court or arbitrator shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. (e) Anything in the foregoing sub-paragraphs (a) through (d) notwithstanding, if a Change in Control (as defined in the 2001 Directors Stock Plan) occurs, the Non-Competition Period shall terminate and all of the Employee; provisions of the foregoing sub-paragraphs (a) through (d) shall lapse and (ii) the term "Restricted Territory" means the geographical area consisting become of a seventy mile radius surrounding each city (and including such city) in which the Company maintains either an office no further force or a telecommunications facilityeffect.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a) For a period of one four (14) year after years beginning on the end of his or her employmentdate hereof (the "Covenant Period"), Compost agrees that it will not, directly or indirectly, engage in acting alone or become directly or indirectly interested in any proprietorship, as a member of a partnership, firmas a holder or owner of any security, trust, company, limited liability company or other entity, other than the Company (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, an employee, independent contractor, agent, servantadvisor, consultant, lessorrepresentative, lessee or otherwisein any other capacity: (i) within southeastern New York (New York City and the counties of Nassau, Suffolk, Westchester, Rockland, Orange and Xxxxxx), northern New Jersey (the counties of Monmouth, Xxxxxx, Middlesex, Hunterdon, Somerset, Union, Warren, Morris, Essex, Hudson, Sussex, Passaic and Bergen) and southwestern Connecticut (the counties of Litchfield, Fairfield and New Haven) (collectively, the "Restricted Area") carry on or be engaged or otherwise take part in the Transportation Business (as defined below). Notwithstanding this provision, Purchaser and the Company acknowledge that competes Compost is or may become an owner of up to 100% of an intermodal barge-to-rail development company, American Marine Rail ("AMR"), that currently is competing for barge-to-rail municipal solid waste transportation and disposal contracts in the Restricted Area, and agree that such competition shall not be deemed to violate this Agreement; (ii) solicit, contact or enter into any agreement or contract with any current employee or current customer (with respect to the Company's Biosolids Business within the Restricted Area) of the Company which results in activities that are competitive with the Company's Biosolids Business (as defined below); or (iii) request that any current employee or current customer of the Company curtail or cancel its business or refrain from doing business with Purchaser or the Company or any Affiliate of the Purchaser or the Company in the Biosolids Business of or the Company Transportation Business in the Restricted Territory Area. (b) For a period of two (2) years beginning on the date hereof, Compost agrees that it will not, directly or indirectly, acting alone or as defined herein), other than owning an interest in a company listed on member of a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) monthspartnership, as determined at a holder or owner of any time during security, as an employee, agent, advisor, consultant, representative or in any other capacity hire, or solicit the employment, or cause or attempt to cause to leave the employment of the Employee; Company, any person who is currently employed by the Company. (c) The provisions of 3(a) above notwithstanding, Compost may engage in the Biosolids Business in the Restricted Area if (i) such engagement is incidental to the establishment or operation of an in-vessel or outdoor composting facility wherein municipal sludge, municipal solid waste and/or agricultural or other biosolids are treated and converted into a usable compost product and (ii) the term "Restricted Territory" means volume of municipal sludge used in such Biosolids Business does not exceed an average of 500 wet tons for each day that Compost accepts municipal sludge. (d) Without limiting the geographical area consisting generality of a seventy mile radius surrounding each city the provisions of this Section 3, Compost shall be deemed to be engaged in the Biosolids Business or the Transportation Business if it (and including such citywhether alone or in association with one or more other persons) in which the Company maintains either is an office owner, proprietor, partner, stockholder, independent contractor, or joint venturer of, or a telecommunications facilityconsultant or lender to, or an investor in any manner in, any person who or which is directly or indirectly engaged in such business. Notwithstanding the foregoing provisions of this Section 3, Compost may own, solely as an investment, securities of entities in the Biosolids Business or the Transportation Business if Compost (i) is not an Affiliate of the issuer of such securities and (ii) does not, directly or indirectly, beneficially own more than 5% of the class of which such securities are a part. (e) Compost acknowledges and agrees that the limitations imposed by this non-competition covenant as to time, geographical area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interest of the Purchaser.

Non-Competition Covenant. Employee acknowledges that the covenants set forth in this Section SECTION 4.3 are reasonable in scope and essential to the preservation of the Business of the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section SECTION 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herselfhimself, the members of his or her family and the others dependent upon Employee him of at least the level to which Employee he and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has and its Affiliates have obtained an advantage over its their competitors as a result of its their name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has they have developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company and its Affiliates beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment and for a period of one two (12) year years after the end of his or her employment, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company or its Affiliates (whether as owner, partner, trustee, beneficiary, stockholder, member, officer, director, employee, independent contractor, agent, servant, consultant, lessor, lessee or otherwise) that competes with the Company or its Affiliates in the Business of the Company in the Restricted Territory (as defined herein), other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, (i) the term "Business of the CompanyBUSINESS OF THE COMPANY" shall include all business activities and ventures related to providing telecommunications employee training and educational services, and human resources consulting services or products in which the Company is engaged, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employeerelated thereto; and (ii) the term "Restricted TerritoryRESTRICTED TERRITORY" means the geographical area consisting of a seventy mile radius surrounding each city (and including such city) in which the United States of America, it being acknowledged by Employee that the business of the Company maintains either an office and its Affiliates is not restricted by geographical boundaries. The terms of this Article IV shall survive any termination or a telecommunications facilityexpiration of this Agreement.

Non-Competition Covenant. Employee acknowledges Grantee agrees that during the covenants set forth in this Section 4.3 are reasonable in scope and essential to the preservation period of the Business of Grantee’s employment with the Company (as defined herein). Employee also acknowledges that the enforcement of the covenant set forth in this Section 4.3 will not preclude Employee from being gainfully employed in such manner and to the extent as to provide a standard of living for himself or herself, the members of his or her family and the others dependent upon Employee of at least the level to which Employee and they have become accustomed and may expect. In addition, Employee acknowledges that the Company has obtained an advantage over its competitors as a result any of its name, location and reputation that is characterized by near permanent relationships with vendors, customers, principals and other contacts which it has developed at great expense. Furthermore, Employee acknowledges that competition by him or her following the termination or expiration of his or her employment would impair the operation of the Company beyond that which would arise from the competition of an unrelated third party with similar skills. Employee hereby agrees that he or she shall not, during his or her employment Subsidiaries and for a period of one twelve (112) year months after the end effective date of termination of employment (the “Restricted Period”), without the prior written consent of the Company’s CEO (or if Grantee is the CEO, without the prior written consent of the Committee), Grantee shall not, except in furtherance of his or her employmentemployment duties, directly or indirectly, engage in or become directly or indirectly interested in any proprietorship, partnership, firm, trust, company, limited liability company or other entity, other than the Company (whether as a sole proprietor, owner, partner, trusteeprincipal, beneficiary, stockholder, membermanager, officer, director, employee, independent contractor, agent, servant, consultant, lessorexecutive or management employee, lessee or otherwise), engage in, assist or enable any other person to engage in, or directly or indirectly own more than 1% of any class or series of equity securities in, any business activity competitive (directly or indirectly) that competes with the Company Business (as defined below) (a “Competing Entity”) anywhere in the world (the “Territory”), it being understood and agreed that the Company or any of its Subsidiaries or affiliates conducts and will conduct the Business throughout the Territory and that the Business effectively may be engaged in from any location throughout the Territory. As used in this Agreement, the term “Business” means the business of the Company in the Restricted Territory (as defined herein)and its Subsidiaries or affiliates, other than owning an interest in a company listed on a recognized stock exchange in an amount which does not exceed five percent (5%) of the outstanding stock of such corporation. For purposes of this Agreement, including (i) the term "Business purchase, collection, and/or management of the Company" shall include all business activities and ventures related to providing telecommunications services or products in which the Company is engagedportfolios of defaulted consumer receivables, plans to engage in the next twelve (12) months following termination of Employee's employment or has engaged in during the prior twelve (12) months, as determined at any time during the employment of the Employee; and (ii) claims filing, administration, or related services pertaining to securities or antitrust class action or similar litigation, (iii) the term "Restricted Territory" means acquisition of claims or accounts related to securities or antitrust class action or similar litigation, or (iv) the geographical area consisting administration, management, auditing or collection of state, federal or municipal taxes or other government accounts receivable. Notwithstanding the foregoing, an entity will not be deemed to be a seventy mile radius surrounding each city Competing Entity, and Grantee and other persons assisted by Grantee will not be deemed to be engaged in the Business in violation of the terms of this Section 10(b) if (A) Grantee is employed by an entity that is meaningfully engaged in one or more enterprises whose principal business is other than the Business (the “Non- Competing Businesses”), (B) such entity’s relationship with Grantee relates solely to the Non-Competing Businesses, and including such city(C) in which if requested by the Company maintains either an office or a telecommunications facilityany of its Subsidiaries or affiliates, such entity and Grantee provide the Company or any of its Subsidiaries or affiliates with reasonable assurances that Grantee will have no direct or indirect involvement in the Business on behalf of such entity.