Common use of Non Competition Non Interference Clause in Contracts

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will not, whether for their own account or for the account or any other person, directly or indirectly: (a) engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business. (b) solicit any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (c) solicit the business of any company which is a customer or client of Caribsun, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of Caribsun, or any individual who was its employee during the two years prior to the date of this Agreement, to leave Caribsun's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsun; or (e) disclose or use any confidential information of Caribsun or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing Date.

Non Competition Non Interference. In consideration of the purchase of the Shares by PurchaserEmployee agrees that, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will not, whether for their own account or for the account or any other personperiod specified in the applicable subsection of Section 5 and Section 8(b), if applicable, Employee will not directly or indirectly: indirectly (ai) engage or invest indevelop, own, manage, operate, control or otherwise engage in, participate in the ownershipin, management, operation or control of, be employed by, associated or represent in any manner way or be connected with with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder (except for the ownership of a less than 5% stock interest in a publicly traded company) or render services or advice tootherwise, any Competing Business in any state of the United States or comparable region outside the United States in which Employer or any of its affiliates then conducts business, the products ; or services of which compete, in whole (ii) induce or in part, take any action with the products purpose or activities effect of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business. (b) solicit any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (c) solicit the business of any company which is a customer or client of Caribsun, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade causing any employee of Caribsun, Employer or its affiliates to terminate his or her employment with Employer or any individual who was of its employee during the two years prior to the date of this Agreement, to leave Caribsun's employ, affiliates or to become employed by any Competing Business. As used herein, "Competing Business" shall mean any business engaged in the treatment, remediation, transportation, processing, disposal, or otherwise burial of radioactive, hazardous, mixed and other wastes, or which provides technical support services that include, but are not limited to, site decontamination and decommissioning, waste management services, radiological engineering services, staff augmentation and outage support, instrumentation services, environmental and computer consulting and environmental health and safety training. To the extent the Employee will be engaged as employed by or perform activities on behalf of a division or subsidiary of a Competing Business, which division or subsidiary does not itself compete with the Employer, and he can demonstrate to the Employer's reasonable satisfaction that such employment or provision of services will not have an independent consultant adverse competitive effect on the Employer, such employment or otherwise forprovision of services shall not be prohibited hereunder. The parties acknowledge and agree that the restrictions of this Section 7, Section 5(a)(3) , Section 5(b)(3) and Section 8(b) hereof have been carefully negotiated at arm's length and are believed by the parties to be reasonable and necessary to protect Employer's legitimate business interests. In the event that, notwithstanding the foregoing, any person other than Caribsun; or provision set forth in this Section 7, or the time period set forth in Section 5(a)(3), Section 5(b)(3) or Section 8(b) hereof, shall be determined by any competent court or tribunal to be unenforceable or invalid for any reason, the parties agree that this Section 7 and the time periods set forth in Section 5(a)(3), Section 5(b)(3) and Section 8(b) shall be modified to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable, and/or to the maximum extent in any and all respects as to which it may be enforceable, all as determined by such court or tribunal. The parties further agree that Employer will be entitled (e) disclose or use any confidential information of Caribsun or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information without posting bond or other information relating security) to the products injunctive or servicesother equitable relief, whether patentable as deemed appropriate by any such court or nottribunal, concerning the business to prevent a breach of such entity as conducted prior to the Closing DateEmployee's obligations set forth in this Section 7.

Non Competition Non Interference. In consideration of the purchase consummation by the Parent and Merger Sub of the Shares by Purchasertransactions contemplated hereby, Ascot the Shareholder agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors seventh anniversary of Caribsun and Ascot the Closing Date (the "Ascot PartiesNon-competition Period") ), the Shareholder will not, whether for their own account or for the account or any other person, directly or indirectly: (a) directly or indirectly engage in or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or have any interest in any manner connected with sole proprietorship, partnership, corporation or render services business or advice toany other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any business, the products or services of which compete, affiliated entity) engages in whole or in part, competition with the products Business. For these purposes, ownership of securities of not in excess of two percent (2%) of any class of securities of a public company shall not be considered to be competition with the Company or activities the Surviving Corporation or any of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business.affiliates; or (b) solicit persuade or attempt to persuade any potential customer or client to which Caribsun the Company has made a presentation, or with which Caribsun the Company has been in contacthaving discussions, not to hire Caribsunthe Company or the Surviving Corporation, or to hire another company whether any other Person than the Company or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsunthe Surviving Corporation; or (c) solicit for himself or any Person other than the business Company or the Surviving Corporation the Business of any company Person which is a customer or client of Caribsunthe Company, or was its customer or client within two years prior to the date of this Agreement;; or (d) persuade or attempt to persuade any employee of Caribsunthe Company or the Surviving Corporation, or any individual who was its employee during the two years prior to the date of this Agreement, to leave Caribsunthe Company's or the Surviving Corporation's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsunthe Company or the Surviving Corporation; or PROVIDED, that in the event that the Executive's employment with the Company is terminated by the Company without Cause (eas defined in the Shareholder Employment Agreement) disclose or use any confidential information the Non-competition Period shall terminate one year after the termination of Caribsun or any the Executive's employment by the Company. It is the desire and intent of their clients and customers. For purposes the parties to this Agreement that the provisions of this section "confidential information" SECTION 11.1 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this SECTION 11.1 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion thereof adjudicated to be invalid or unenforceable, such amendment to apply only with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business operation of such entity as conducted prior Section in the particular jurisdiction in which such adjudication is made. The parties recognize that the performance of the obligations under this SECTION 11.1 by the Shareholder is special, unique and extraordinary in character, and that in the event of the breach by the Shareholder of the terms and conditions of this SECTION 11.1 to be performed, the Closing DateParent and/or the Surviving Corporation shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this SECTION 11.1, or to enforce the specific performance thereof by the Shareholder or to enjoin the Shareholder from performing services for any such other person, firm or corporation.

Non Competition Non Interference. In consideration (a) For a period of 36 months after the purchase of Closing, the Shares by Purchaser, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will Seller Parent shall not, whether for their own account or for the account or any other person, and shall cause each of its Affiliates not to (i) directly or indirectly: (a) engage or invest in, own, manage, operate, control control, be employed by or participate in the ownership, management, operation or control of, or be employed by, associated or connected in any manner connected with or render services or advice towith, any businessbusiness of the type and character, the products or services of which otherwise compete, in whole or in part, with the products or activities Business, as conducted by the Company and the Subsidiaries as of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business. (b"COMPETITIVE ACTIVITIES"); (ii) solicit persuade or attempt to persuade any potential customer or client to which Caribsun the Company or any of the Subsidiaries has made a presentation, or with which Caribsun the Company or any of the Subsidiaries has been in contacthad discussions, not to hire Caribsunthe Company or such Subsidiary, or to hire another company whether company; or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (ciii) solicit for the Seller Parent or any Person other than the Company or any of the Subsidiaries the business of any company Person with respect to the Competitive Activities which is a customer or client of Caribsunthe Company or any of the Subsidiaries, or was its customer or client within two (2) years prior to the date of this Agreement; (d) persuade Agreement or attempt take any action to persuade any employee of Caribsun, or any individual who was its employee during disparage the two years prior to the date of this Agreement, to leave Caribsun's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsun; or (e) disclose or use any confidential information of Caribsun Company or any of the Subsidiaries or otherwise seek to interfere with the contractual arrangements and relationships of the Company and the Subsidiaries with such Person with respect to the Competitive Activities. Competitive Activities shall not, and shall not be deemed to, include any activities currently engaged in by the Seller Parent or any Affiliates of the Seller Parent (other than the Seller, the Company and the Subsidiaries) in the ordinary course of their clients respective businesses (collectively, "PERMITTED GOODS AND SERVICES"), and customers. the Seller or any Affiliate of the Seller may sell any Permitted Goods and Services to any Person notwithstanding anything contained in this Agreement. (b) Notwithstanding anything to the contrary in Section 5.15(a), Section 5.15(a) shall not be, and shall not be deemed to have been, breached as a result of: (i) the acquisition of the Seller or any of its Affiliates by a Person that engages in Competitive Activities, so long as the Competitive Activities do not represent more than 10% of the revenues of such Person and its Affiliates; (ii) the acquisition by the Seller or any of its Affiliates of any Person whose business includes Competitive Activities, so long as the Competitive Activities do not represent a material part of the business of such Person; (iii) the ownership by Seller or any of its Affiliates of an aggregate of not more than 5% of any class of stock of a Person engaged, directly or indirectly, in Competitive Activities; provided, that such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ or (iv) the ownership by Seller or any of its Affiliates of less than 10% in value of any instrument of Indebtedness of a Person engaged, directly or indirectly, in Competitive Activities. (c) For purposes of this section Section 5.15, the term "confidential informationAffiliates" with respect shall be deemed to not include any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information director of the Seller (including a non-executive Chairman of the Board) who is not an employee of the Seller or other information relating to not under the products or services, whether patentable or not, concerning control of the business of such entity as conducted prior to the Closing DateSeller.

Non Competition Non Interference. (a) In consideration --------------------------------- of the purchase of the Shares by Purchaser, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will Seller shall not, whether for their own account or for the account or any other person, directly or indirectlyand shall cause its Affiliates to not: (ai) engage or invest in, own, manage, operate, control or participate in for the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to period from the Closing Date has conducted its business. until the fifth (b5th) anniversary of the Closing Date, solicit for the benefit of or fulfillment by Seller or any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (c) solicit Person other than the Company the business of the type and character engaged in or competitive with that conducted by the Company on the Closing Date, of any company Person which is a customer or client of Caribsunthe Company, or was its customer or client client, at any time within the two (2) years prior to the Closing Date (each, a "Company Customer"), or attempt to hurt, hinder, diminish ---------------- or interfere with the relationship between the Company and any such Company Customer (including making any negative or disparaging statements or communications about the Company). (ii) for the period from the Closing Date until the fourth (4th) anniversary of the Closing Date, within the United States of America or any state, region or territory thereof, conduct, directly or indirectly, any business of the type and character engaged in or competitive with that conducted by the Company on the Closing Date, other than the business of such type that Logility, Inc., currently conducts with certain existing customers or clients of Logility, Inc., but including any services involving the management of software applications (other than Seller Software); provided, however, that: -------- ------- (A) if the business of any Person (other than any Company Customer) involves Seller Software licensed to or otherwise used by such Person, and such Person requests any Seller Entity to provide to it Application Service Provider Services related to such Seller Software which would otherwise cause Seller to violate the provisions of this Section 5.3(a)(ii), a Seller Entity may provide such Application Service Provider Services to such Person if: (1) Seller shall have given the Company the opportunity to provide the same services to such Person as follows: Seller shall, within three (3) Business Days or such shorter period as is consistent with the urgency of the request, have (w) given written notice to the Company of each request made to the Seller or any of its Affiliates to provide Application Service Provider Services to such Person, (x) given notice to such Person that such services are provided by the written Company, (y) recommended to such Person that it utilize the services of the Company and not the services of Seller or any of its Affiliates, and (z) used its commercially reasonable efforts to provide the Company with an opportunity to make a presentation to such Person for the provision of such services to it; and (2) within thirty (30) days from the date of receipt by the Company of the written notice referred to in clause (A)(1)(w) above, such Person has notified Seller that, despite Seller's notification and recommendation referred to in clause (A)(1) above, it requires that a specific Seller Entity perform such Application Service Provider Services in preference to the Company, or the Company has notified Seller in writing that it does not wish to provide such services to such Person; or (B) if the business of any Person (other than any Company Customer) involves Seller Software licensed to or otherwise used by such Person, and such Person requests any Seller Entity to provide to it Application Service Provider Services related to such Seller Software which would otherwise cause Seller to violate the provisions of this Section 5.3(a)(ii), a Seller Entity may provide such Application Service Provider Services to such Person if such Person pays less than $5,000 per month for such Application Service Provider Services; provided, however, that such Seller Entity shall first have used its -------- ------- commercially reasonable efforts to cause the provision of such Application Service Provider Services to be subcontracted to the Company, unless the Company shall have notified such Seller Entity, within five (5) Business Days of receipt by the Company of written notice by such Seller Entity to subcontract such services to the Company (including the terms and conditions applicable thereto), that it does not wish to provide such services; (C) if, at any time prior to the fourth (4/th/) anniversary of the Closing Date, the Company fails to provide the Services (as defined in that certain Equipment Rental and Services Agreement between Sprint Spectrum L.P. and the Company, dated June 21, 1999 (the "Company/Sprint Agreement;"), excluding the ------------------------ deliveries of the software and hardware pursuant thereto), or such other services to be provided under a replacement agreement for the Company/Sprint Agreement, substantially in the form set forth in Exhibit L, and Sprint Spectrum --------- L.P. has not frustrated the Company's performance and is in material compliance with its obligations thereunder, then, if the Company shall not cure such failure within ten (10) Business Days following receipt by it of written notice thereof, Seller shall be entitled to provide such services to Sprint Spectrum L.P. or to enter into an agreement with a third party to provide such services to Sprint Spectrum L.P; or (D) Seller shall be entitled to lease or sublease its data processing facilities located at 000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx or any part thereof to any Person (other than any Company Customer) and provide to any such lessee or sublessee access to such facility, in each case, on terms consistent with a customary landlord/tenant relationship, provided that no part -------- of the rent or other consideration received by or on behalf of Seller or any of its Affiliates from such lessee or sublessee shall be tied to, or determined by reference to, the revenues or profits of any such lessee or sublessee; provided, -------- however, that if the business of any such lessee or sublessee is not of a type ------- or character competitive with that conducted by the Company on the Closing Date, Seller shall be entitled to tie or determine such rent or other consideration received from such lessee or sublessee to, or by reference to, the revenues or profits of any such lessee or sublessee. (b) Notwithstanding Section 5.3(a)(ii), Seller may, and may permit its Affiliates to, engage in activities which violate Section 5.3(a)(ii) of this Agreement if, it does so solely in connection with, or as a result of, the acquisition of all of the capital stock or other equity interests of a Person which is not an individual Person (the "Acquired Entity") and which is --------------- primarily engaged in (i) a business other than the business engaged in by the Company on the Closing Date or (ii) a business competitive with the business engaged in by the Company on the Closing Date, if (A) the activities of the Acquired Entity are incidental to the primary business of the Acquired Entity and do not result in net revenues in excess of forty percent (40%) of the net revenues of the Acquired Entity, and (B) Seller and its Affiliates continue to comply with this Section 5.3 (except that Seller and its Affiliates shall not be required to comply with Section 5.3(a)(ii) with respect to any Person who is a customer of the Acquired Entity on the date on which the Acquired Entity is acquired). (c) It is the desire and intent of the parties to this Agreement that the provisions of this Section 5.3 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 5.3 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. (d) persuade or attempt to persuade any employee The parties recognize that the performance of Caribsunthe obligations under this Section 5.3 by Seller is special, or any individual who was its employee during unique and extraordinary in character, and that in the two years prior to event of the date breach by Seller of the terms and conditions of this AgreementSection 5.3 to be performed by Seller, Purchaser and the Company shall be entitled, if it so elects, to leave Caribsun's employseek damages for any breach of this Section 5.3, and/or to enforce the specific performance thereof by Seller or to become employed by or otherwise be engaged as an independent consultant or otherwise for, enjoin Seller from performing services for any person other than Caribsun; or (e) disclose or use any confidential information of Caribsun or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing DatePerson.

Non Competition Non Interference. In consideration (a) For a period of 36 months after the purchase of Closing, the Shares by Purchaser, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will Seller Parent shall not, whether for their own account or for the account or any other person, and shall cause each of its Affiliates not to (i) directly or indirectly: (a) engage or invest in, own, manage, operate, control control, be employed by or participate in the ownership, management, operation or control of, or be employed by, associated or connected in any manner connected with or render services or advice towith, any businessbusiness of the type and character, the products or services of which otherwise compete, in whole or in part, with the products or activities Business, as conducted by the Company and the Subsidiaries as of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business. (b“Competitive Activities”); (ii) solicit persuade or attempt to persuade any potential customer or client to which Caribsun the Company or any of the Subsidiaries has made a presentation, or with which Caribsun the Company or any of the Subsidiaries has been in contacthad discussions, not to hire Caribsunthe Company or such Subsidiary, or to hire another company whether company; or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (ciii) solicit for the Seller Parent or any Person other than the Company or any of the Subsidiaries the business of any company Person with respect to the Competitive Activities which is a customer or client of Caribsunthe Company or any of the Subsidiaries, or was its customer or client within two (2) years prior to the date of this Agreement; (d) persuade Agreement or attempt take any action to persuade any employee of Caribsun, or any individual who was its employee during disparage the two years prior to the date of this Agreement, to leave Caribsun's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsun; or (e) disclose or use any confidential information of Caribsun Company or any of the Subsidiaries or otherwise seek to interfere with the contractual arrangements and relationships of the Company and the Subsidiaries with such Person with respect to the Competitive Activities. Competitive Activities shall not, and shall not be deemed to, include any activities currently engaged in by the Seller Parent or any Affiliates of the Seller Parent (other than the Seller, the Company and the Subsidiaries) in the ordinary course of their clients respective businesses (collectively, “Permitted Goods and customers. Services”), and the Seller or any Affiliate of the Seller may sell any Permitted Goods and Services to any Person notwithstanding anything contained in this Agreement. (b) Notwithstanding anything to the contrary in Section 5.15(a), Section 5.15(a) shall not be, and shall not be deemed to have been, breached as a result of: (i) the acquisition of the Seller or any of its Affiliates by a Person that engages in Competitive Activities, so long as the Competitive Activities do not represent more than 10% of the revenues of such Person and its Affiliates; (ii) the acquisition by the Seller or any of its Affiliates of any Person whose business includes Competitive Activities, so long as the Competitive Activities do not represent a material part of the business of such Person; (iii) the ownership by Seller or any of its Affiliates of an aggregate of not more than 5% of any class of stock of a Person engaged, directly or indirectly, in Competitive Activities; provided, that such stock is listed on a national securities exchange or is quoted on the National Market System of NASDAQ or (iv) the ownership by Seller or any of its Affiliates of less than 10% in value of any instrument of Indebtedness of a Person engaged, directly or indirectly, in Competitive Activities. (c) For purposes of this section "confidential information" with respect Section 5.15, the term “Affiliates” shall be deemed to not include any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information director of the Seller (including a non-executive Chairman of the Board) who is not an employee of the Seller or other information relating to not under the products or services, whether patentable or not, concerning control of the business of such entity as conducted prior to the Closing DateSeller.

Non Competition Non Interference. (a) In consideration of the purchase of the Shares Interests by Purchaser, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will not, whether for their own account or Buyer for the account or any other person, directly or indirectlyperiod commencing on the Closing Date and ending on the first anniversary of the Closing Date: (ai) engage the Seller shall not, and shall cause its majority controlled Affiliates to not, attempt to hurt, hinder, diminish or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, interfere with the products or activities of Caribsun within relationship between the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business. (b) solicit Company and any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (c) solicit the business of any company which Person that is a customer or client of Caribsunthe Company on the Closing Date (each, a "Company Customer") (including making any negative or disparaging statements or communications about the Company); and (ii) the Seller shall not, and shall cause its majority controlled Affiliates to not, within the United States of America or any state, region or territory thereof, engage, directly or indirectly, in the provision of full outsourcing of information technology infrastructure management for mainframe or client/server systems services (a "Competing Business"); provided that such limitation shall in no manner restrict the Seller and its majority controlled Affiliates from offering to any Person any service offered by the Seller and its majority controlled Affiliates on the date hereof, including colocation services, content distribution and all related services. (b) For the avoidance of doubt and notwithstanding any provision of this Agreement to the contrary, the Seller and its majority controlled Affiliates shall not be deemed to be engaged directly or indirectly in a Competing Business or otherwise have breached any obligation set forth in Section 7.7(a)(i) if the Seller or such majority controlled Affiliate is providing any services that are not Competing Business services that enable an unrelated third Person to engage in, or was its customer or client within two years prior such Person is otherwise engaged in, a Competing Business, including colocation services, content distribution and all related services. In addition, for the avoidance of doubt and notwithstanding any provision of this Agreement to the date contrary, the Seller or any of its majority controlled Affiliates solicitation of any Company Customer for the sale of any product or service other than a Competing Business service shall not be deemed to be a violation of Section 7.7(a)(i). (c) Notwithstanding any provision of this Agreement;Agreement to the contrary, the Seller and its majority controlled Affiliates may engage in a Competing Business that results from the acquisition of a Person, or the assets of a Person, that is engaged in a Competing Business; provided that the total revenues of such acquired Person or acquired assets that are attributable to the Competing Business represent less than 25% of the consolidated total revenues of such Person. (d) persuade or attempt It is the desire and intent of the parties to persuade any employee this Agreement that the provisions of Caribsun, or any individual who was its employee during the two years prior this Section 7.7 shall be enforced to the date fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this AgreementSection 7.7 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to leave Caribsun's employdelete therefrom such provision or portion adjudicated to be invalid or unenforceable, or such amendment to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsun; orapply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. (e) disclose or use any confidential information The parties recognize that the performance of Caribsun or any the obligations under this Section 7.7 by the Seller is special, unique and extraordinary in character, and that in the event of their clients the breach by the Seller of the terms and customers. For purposes conditions of this section "confidential information" with respect Section 7.7 to be performed by the Seller, the Buyer and the Company shall be entitled, if it so elects, to seek damages for any entity shall mean trade secrets concerning such entity's operationsbreach of this Section 7.7, future plans, projected and historical sales, marketing, costs, production, growth and distribution, and/or to enforce the specific performance thereof by the Seller or to enjoin the Seller from performing services for any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing DatePerson.

Non Competition Non Interference. In consideration (a) For a period of the purchase of the Shares by Purchaser, Ascot agrees that three (3) years from the date of this Agreement until September 30Closing Date, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will Seller shall not, whether for their own account acting individually or for the account as an owner, shareholder, member, partner, or independent contractor of any person other personthan Buyer or one of its Subsidiaries or Affiliates, and Seller shall cause its Subsidiaries not to, directly or indirectly: (a) engage or invest in, establish, own, manage, operate, control control, acquire, invest in or otherwise engage or participate in the ownership, managementany business, operation or control of, be employed by, associated or activity that is engaged primarily in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business. (b) solicit any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (c) solicit the business of any company which is non-surgical hair replacement systems or hair transplants, in each case of the type provided by the Company or a customer or client Company Subsidiary as of Caribsun, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of Caribsun, or any individual who was its employee during the two years prior to the date of this Agreement, to leave Caribsun's employor EXT® Extreme hair therapy treatments provided exclusively by the Company or a Company Subsidiary as of the date of this Agreement (a “Competing Business”) within a one hundred (100) mile radius of any HCI Location; provided, however, that Seller and its Subsidiaries may, directly or to become employed by or otherwise be engaged indirectly, (i) hold, solely as an independent consultant investment, interests in or otherwise for, securities of or indebtedness of any person other than Caribsun; or (e) disclose engaged in a Competing Business to the extent that such investment does not, directly or use any confidential information of Caribsun indirectly, result in Seller or any of their clients its Subsidiaries owning five percent (5%) or more of any class of securities or indebtedness of such person, or (ii) acquire or own a person engaged in a Competing Business if such Competing Business activities of such person account for less than five (5%) of such person’s consolidated annual revenues. Notwithstanding anything herein to the contrary, and customers. For purposes for the avoidance of doubt, any business, operation or activity that Seller or any of its Subsidiaries (other than the Company and the Company Subsidiaries) owns, manages, operates, controls or is engaged in or participates in as of the date of this section "confidential information" with respect Agreement shall not be deemed to breach or violate any of the restrictions or covenants contained in this Section 5.05. (b) The parties hereto acknowledge that the covenants set forth in this Section 5.05 are a material inducement to Buyer to enter into this Agreement. The parties hereto acknowledge that this Section 5.05 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (c) It is the intention of the parties hereto that if any of the restrictions or covenants contained in this Section 5.05 is held to cover a geographic area or to be for a length of time which is not permitted by Applicable Law, or in any way construed to be too broad or to any entity extent invalid, such restrictions or covenants shall mean trade secrets concerning such entity's operationsnot be held to be null, future plansvoid and of no effect, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating but to the products extent such restrictions or servicescovenants would be valid or enforceable under any Applicable Law, whether patentable if modified, a court of competent jurisdiction shall construe and interpret or notmodify this Section 5.05 to provide for a covenant having the maximum enforceable geographic area, concerning the business of time period and scope (not greater than those contained in this Section 5.05) that would be valid and enforceable under such entity as conducted prior to the Closing DateApplicable Law.

Non Competition Non Interference. In consideration Each of the purchase Identified Shareholders acknowledges that in order to assure CIGI that it will retain the value of CDS and its Subsidiaries as “going concerns,” the Identified Shareholders agree not to utilize their special knowledge of the Shares by Purchaserbusiness of CDS and its Subsidiaries and their relationships with customers, Ascot suppliers and others to compete with CDS or any of its Subsidiaries after the Closing as set forth herein. Accordingly, each Identified Shareholder agrees that that, from the date of this Agreement Closing Date until September 30three (3) years from the Closing Date, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") such Identified Shareholder will not, whether for their own account or for the account or any other person, directly or indirectly: (a) engage within any jurisdiction or invest inmarketing area in which CDS or any of its Subsidiaries is doing business or is qualified to do business as of the Closing, directly or indirectly own, manage, operate, control control, be employed by, consult with or participate in the ownership, management, operation or control of, or be employed by, associated or connected in any manner connected with or render services or advice to(collectively “involved”), any business, business of the products or services of which compete, type and character engaged in whole or in part, and competitive with the products or activities business of Caribsun within CDS and its Subsidiaries on the geographical territories within Antigua Closing Date, provided that the Identified Shareholders shall not be prohibited from being involved (i) with those entities identified on Schedule 7.9(a) of the Disclosure Schedule (each a “Listed Entity”) in which Caribsun at the time up to conduct of the business and types of businesses engaged in by any Listed Entity on the Closing Date has conducted or twelve months prior thereto and set forth on Schedule 7.9(a) of the Disclosure Schedule or (ii) in any business or type of business not identified on Schedule 7.9(b) of the Disclosure Schedule, whether engaged in by a Listed Entity or another entity. For these purposes, ownership of securities of 5% or less of any class of securities of a public company will not be considered to be competition with CDS and its business.Subsidiaries; (b) solicit persuade or attempt to persuade any existing customer or client, any person or entity that has been a customer or client within six months prior to the Closing or any potential customer or client to which Caribsun CDS or any of its Subsidiaries has made a presentation, presentation or with which Caribsun CDS or any of its Subsidiaries has been in contacthaving discussions (collectively, “Customers”) to cease doing business with or decrease the amount of business done with or not to hire Caribsun, CDS or any of its Subsidiaries or to commence doing business with or increase the amount of business done with or hire another company whether engaged in the same business or not such Ascot Party had personal contact with such person during type of business engaged in by CDS and its Subsidiaries on or by reason within twelve months prior to the Closing Date and which is set forth on Schedule 7.9(b) of his or its association with Caribsun; orthe Disclosure Schedule; (c) accept or solicit the business of any company which Customer if such business is a customer the same as or client similar to the character or type of Caribsun, business engaged in by CDS and its Subsidiaries on or was its customer or client within two years twelve months prior to the date Closing Date and which is set forth on Schedule 7.9(b) of this Agreementthe Disclosure Schedule; (d) persuade or attempt to persuade any individual who is an employee of Caribsunof, or any individual who was its employee during the two years prior to the date of this Agreementotherwise engaged by, to leave Caribsun's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsun; or (e) disclose or use any confidential information of Caribsun CDS or any of their clients its Subsidiaries as of the Closing to terminate his, her or its employment or other relationship with CDS or its Subsidiaries or hire any person who has left the employ of CDS or any of its Subsidiaries during the preceding six months; and customers. For The restrictions set forth in this Section 7.9 are considered by the parties to be reasonable for the purposes of protecting the value of the business and goodwill of CDS and its Subsidiaries. The Identified Shareholders acknowledge that CIGI would be irreparably harmed and that monetary damages would not provide an adequate remedy to CIGI in the event the covenants contained in this Section 7.9 were not complied with in accordance with their terms. Accordingly, the Identified Shareholders agree that any breach or threatened breach by any of them of any of their obligations shall entitle CIGI, without posting any bond or other security, to injunctive and other equitable relief to secure the enforcement of these provisions, in addition to any other remedies which may be available to CIGI. In addition to its other rights and remedies, CIGI shall have the right to require any Identified Shareholder who breaches any of the covenants contained in this Section 7.9 to account for and pay over to CIGI all compensation, profits, money, accruals and other benefits derived or received, directly or indirectly, by such Identified Shareholder from the action constituting such breach. It is the desire and intent of the parties to this Agreement that the provisions of this Section 7.9 will be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 7.9 is adjudicated to be invalid or unenforceable, this section "confidential information" will be deemed amended to delete any provision or portion adjudicated to be invalid or unenforceable, the amendment to apply only with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning operation of that section in the business of such entity as conducted prior to particular jurisdiction in which the Closing Dateadjudication is made.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, Ascot agrees that from the date Closing Date until the third anniversary of this Agreement until September 30the Closing Date, 2002, Ascot none of the Shareholders nor Seller nor any Person set forth in Section 5.12 of the Seller’s Disclosure Letter shall: (i) within any jurisdiction or marketing area in which the Subject Companies are doing business as of the Closing Date (including the U.S. and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will not, whether for their own account or for the account or any other personCanada), directly or indirectly: (a) engage or invest in, indirectly own, manage, operate, control control, be employed by, or participate in the ownership, management, operation or control of, or be employed by, associated or connected in any manner connected with or render services or advice towith, any business, business of the products or services of which compete, type and character engaged in whole or in part, and competitive with that conducted by the products or activities of Caribsun Subject Companies within the geographical territories within Antigua in which Caribsun at the time up two years prior to the Closing Date has conducted its (any such business., a “Competing Business”). For these purposes, ownership of securities of four percent (4%) or less of any class of securities of a publicly traded company shall not be considered to be competition to the extent such investment is merely of a passive nature and no rights to designate board members or officers in the company are granted to the Seller or such Person pursuant to that investment shall not be considered to be competition; (bii) solicit persuade or attempt to persuade any potential customer or client to which Caribsun has any Shareholder, the Seller or any of the Subject Companies have made a presentation, or with which Caribsun has been in contactany Shareholder, the Seller or any of the Subject Companies have had discussions, not to hire Caribsun, purchase products sold or to hire another company whether or not such Ascot Party had personal contact with such person during or otherwise commercialized by reason any of his or its association with Caribsunthe Subject Companies; or (ciii) solicit for Shareholders, Seller or any Person other than the Purchaser or any of the Subject Companies the business of any company Person which is a customer or client of Caribsunthe Seller or any of the Subject Companies, or was its their customer or client within two years one (1) year prior to the date of this Agreement; (d) persuade Agreement or attempt to persuade in any employee of Caribsun, or any individual who was its employee during way interfere with the two years prior to relationship between the date of this Agreement, to leave Caribsun's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsun; or (e) disclose or use any confidential information of Caribsun Purchaser or any of their clients the Subject Companies and customers. For purposes any such Person or business relationship (including making any negative or disparaging statements or communications about the Purchaser or any of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing DateSubject Companies).

Non Competition Non Interference. In consideration of the purchase of the Shares Stock by the Purchaser, Ascot each Stockholder agrees that from the date of this Agreement until September 30March 31, 20022010, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") such Stockholder will not, whether for their own account or for the account or any other person, directly or indirectly: (a) engage directly or invest in, indirectly own, manage, operate, control control, be employed by or participate in the ownership, management, operation or control of, or be employed by, associated or connected in any manner connected with or render services or advice towith, any businessbusiness of the type and character engaged in and competitive with that conducted by the Company. For these purposes, the products ownership of securities of 1% or services less of which compete, in whole or in part, any class of securities of a public company shall not be considered to be competition with the products Company or activities the Purchaser or any of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business.subsidiaries or affiliates; or (b) solicit persuade or attempt to persuade any potential customer or client to which Caribsun the Company or the Purchaser or any of its subsidiaries has made a presentation, or with which Caribsun the Company or the Purchaser or any of its subsidiaries has been in contacthaving discussions, not to hire Caribsunthe Company or the Purchaser or such subsidiary, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsuncompany; or (c) solicit for himself or herself or any Person other than the Company or the Purchaser or any of its subsidiaries the business of any company Person which is a customer or client of Caribsunthe Company or the Purchaser or any of its subsidiaries, or was its customer or client within two years prior to the date of this Agreement;; or (d) persuade or attempt to persuade any employee of Caribsunthe Company or the Purchaser or any of its subsidiaries, or any individual who was its employee during the two years prior to the date of this Agreement, to leave Caribsunthe Company's or the Purchaser’s or such subsidiary's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person Person other than Caribsunthe Company or the Purchaser or such subsidiary; or (e) disclose or use any confidential or secret information relating to the Company the Purchaser, any of Caribsun its subsidiaries or any of their clients and customers. For purposes It is the desire and intent of the parties to this Agreement that the provisions of this section "confidential information" Section 7.1 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 7.1 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business operation of such entity as conducted prior Section in the particular jurisdiction in which such adjudication is made. The parties recognize that the performance of the obligations under this Section 7.1 by each of the Stockholders is special, unique and extraordinary in character, and that in the event of the breach by any Stockholder of the terms and conditions of this Section 7.1 to be performed by such Stockholder, the Closing DateCompany shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Section 7.1, or to enforce the specific performance thereof by such Stockholder or to enjoin such Stockholder from performing services for any Person.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, Ascot agrees that from the date of this Agreement until September 30, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will Seller shall not, whether for their own account or for the account or any other person, directly or indirectlyand shall cause its Affiliates to not: (ai) engage or invest in, own, manage, operate, control or participate in for the ownership, management, operation or control of, be employed by, associated or in any manner connected with or render services or advice to, any business, the products or services of which compete, in whole or in part, with the products or activities of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to period from the Closing Date has conducted its business. until the fifth (b5th) anniversary of the Closing Date, solicit for the benefit of or fulfillment by Seller or any potential customer or client to which Caribsun has made a presentation, or with which Caribsun has been in contact, not to hire Caribsun, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsun; or (c) solicit Person other than the Company the business of the type and character engaged in or competitive with that conducted by the Company on the Closing Date, of any company Person which is a customer or client of Caribsunthe Company, or was its customer or client client, at any time within the two (2) years prior to the date of this Agreement; Closing Date (d) persuade each, a "Company Customer"), or attempt to persuade hurt, hinder, diminish or interfere with the relationship between the Company and any employee such Company Customer (including making any negative or disparaging statements or communications about the Company). (ii) for the period from the Closing Date until the fourth (4th) anniversary of Caribsunthe Closing Date, within the United States of America or any individual who was state, region or territory thereof, conduct, directly or indirectly, any business of the type and character engaged in or competitive with that conducted by the Company on the Closing Date, other than the business of such type that Logility, Inc., currently conducts with certain existing customers or clients of Logility, Inc., but including any services involving the management of software applications (other than Seller Software); provided, however, that: (A) if the business of any Person (other than any Company Customer) involves Seller Software licensed to or otherwise used by such Person, and such Person requests any Seller Entity to provide to it Application Service Provider Services related to such Seller Software which would otherwise cause Seller to violate the provisions of this Section 5.3(a)(ii), a Seller Entity may provide such Application Service Provider Services to such Person if: (1) Seller shall have given the Company the opportunity to provide the same services to such Person as follows: Seller shall, within three (3) Business Days or such shorter period as is consistent with the urgency of the request, have (w) given written notice to the Company of each request made to the Seller or any of its employee during Affiliates to provide Application Service Provider Services to such Person, (x) given written notice to such Person that such services are provided by the two years prior Company, (y) recommended to such Person that it utilize the services of the Company and not the services of Seller or any of its Affiliates, and (z) used its commercially reasonable efforts to provide the Company with an opportunity to make a presentation to such Person for the provision of such services to it; and (2) within thirty (30) days from the date of this Agreementreceipt by the Company of the written notice referred to in clause (A)(1)(w) above, such Person has notified Seller that, despite Seller's notification and recommendation referred to leave Caribsun's employin clause (A)(1) above, it requires that a specific Seller Entity perform such Application Service Provider Services in preference to the Company, or the Company has notified Seller in writing that it does not wish to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsunprovide such services to such Person; or (eB) disclose if the business of any Person (other than any Company Customer) involves Seller Software licensed to or use otherwise used by such Person, and such Person requests any confidential information Seller Entity to provide to it Application Service Provider Services related to such Seller Software which would otherwise cause Seller to violate the provisions of Caribsun this Section 5.3(a)(ii), a Seller Entity may provide such Application Service Provider Services to such Person if such Person pays less than $5,000 per month for such Application Service Provider Services; provided, however, that such Seller Entity shall first have used its commercially reasonable efforts to cause the provision of such Application Service Provider Services to be subcontracted to the Company, unless the Company shall have notified such Seller Entity, within five (5) Business Days of receipt by the Company of written notice by such Seller Entity to subcontract such services to the Company (including the terms and conditions applicable thereto), that it does not wish to provide such services; (C) if, at any time prior to the fourth (4th) anniversary of the Closing Date, the Company fails to provide the Services (as defined in that certain Equipment Rental and Services Agreement between Sprint Spectrum L.P. and the Company, dated June 21, 1999 (the "Company/Sprint Agreement"), excluding the deliveries of the software and hardware pursuant thereto), or such other services to be provided under a replacement agreement for the Company/Sprint Agreement, substantially in the form set forth in Exhibit L, and Sprint Spectrum L.P. has not frustrated the Company's performance and is in material compliance with its obligations thereunder, then, if the Company shall not cure such failure within ten (10) Business Days following receipt by it of written notice thereof, Seller shall be entitled to provide such services to Sprint Spectrum L.P. or to enter into an agreement with a third party to provide such services to Sprint Spectrum L.P; or (D) Seller shall be entitled to lease or sublease its data processing facilities located at 000 Xxxx Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxx or any part thereof to any Person (other than any Company Customer) and provide to any such lessee or sublessee access to such facility, in each case, on terms consistent with a customary landlord/tenant relationship, provided that no part of the rent or other consideration received by or on behalf of Seller or any of their clients and customers. For purposes its Affiliates from such lessee or sublessee shall be tied to, or determined by reference to, the revenues or profits of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operationslessee or sublessee; provided, future planshowever, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning that if the business of any such entity as lessee or sublessee is not of a type or character competitive with that conducted prior to by the Company on the Closing Date, Seller shall be entitled to tie or determine such rent or other consideration received from such lessee or sublessee to, or by reference to, the revenues or profits of any such lessee or sublessee.

Non Competition Non Interference. (a) In consideration of the purchase of the Relevant Purchased Shares by the Purchaser, Ascot agrees that from the date of this Agreement until September 30the third (3rd) year anniversary following the Closing Date, 2002, Ascot and the officers and directors of Caribsun and Ascot (the "Ascot Parties") will each Seller shall not, whether for their own account and shall cause its Affiliates not to (it being expressly specified that IDInvest and its Affiliates shall not be bound by the non-competition undertaking provided in paragraph (i) of this Section 6.11(a)): (i) within any jurisdiction or for the account marketing area in which a Group Member or any other personits Affiliates are doing business, directly or indirectly: (a) engage or invest in, indirectly own, manage, operate, control control, be employed by, provide services to, consult for or participate in the ownership, management, operation or control of, or be employed by, associated or connected in any manner connected with or render services or advice towith, any businessbusiness of the type and character engaged in by the Group Member or its Affiliates. For these purposes, the products ownership of securities of two percent (2%) or services less of which compete, in whole any class of securities of a public company shall not be considered to be competition with a Group Member or in part, with the products or activities of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business.Affiliates; (bii) solicit persuade or attempt to persuade any potential customer or client to which Caribsun a Group Member has made a presentation, or with which Caribsun a Group Member has been in contacthad discussions, not to hire Caribsunenter into a commercial relationship with such Group Member, or to hire enter into a commercial relationship with another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsuncompany; or (ciii) solicit for any Seller or any Person other than a Group Member the business of any company Person which is a customer or client of Caribsunany Group Member, or was its customer or client within two years the five (5) year period prior to the date of this Agreement;Agreement or in any way interfere with the relationship between a Group Member and any such Person or business relationship (including making any negative or disparaging statements or communications about the Group). (db) persuade or attempt It is the desire and intent of the parties to persuade any employee this Agreement that the provisions of Caribsun, or any individual who was its employee during the two years prior this Section 6.11 shall be enforced to the date fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this AgreementSection 6.11 shall be adjudicated to be invalid or unenforceable, this Section 6.11 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this Section 6.11 in the particular jurisdiction in which such adjudication is made. (c) The Parties recognize that the performance of the obligations under this Section 6.11 by each of the Sellers is special, unique and extraordinary in character, and that in the event of the breach by the Seller of the terms and conditions of this Section 6.11, the Purchaser shall be entitled, if they so elect, to leave Caribsun's employobtain damages for any breach of this Section 6.11, or to become employed enforce the specific performance thereof by each of the Sellers or otherwise be engaged as an independent consultant to enjoin such Seller or otherwise for, its respective Affiliates from performing services for any person other than Caribsun; or (e) disclose or use any confidential information of Caribsun or any of their clients and customers. For purposes of this section "confidential information" with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business of such entity as conducted prior to the Closing DatePerson.

Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, Ascot Seller agrees that from beginning on the date of this Agreement until September 30, 2002, Ascot and ending three (3) years after the officers and directors of Caribsun and Ascot (the "Ascot Parties") date hereof Seller will not, whether for their own account or for the account or any other person, directly or indirectly: (a) engage within Canada, directly or invest in, indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or be employed by, associated or connected in any manner connected with or render services or advice towith, any business, business of the products or services of which compete, type and character engaged in whole or in part, and competitive with the products Training Business. For these purposes, ownership of securities of not in excess of 1% of any class of securities of a public company shall not be considered to be competition with the Company or activities any of Caribsun within the geographical territories within Antigua in which Caribsun at the time up to the Closing Date has conducted its business.subsidiaries or affiliates; or (b) solicit persuade or attempt to persuade any potential customer or client to which Caribsun the Company or any of its subsidiaries has made a presentation, or with which Caribsun the Company or any of its subsidiaries has been in contacthaving discussions, not to hire Caribsunthe Company or such subsidiary, or to hire another company whether or not such Ascot Party had personal contact with such person during or by reason of his or its association with Caribsuncompany; or (c) solicit for itself or any of its subsidiaries the business in Canada of any company which is a customer or client of Caribsunthe Company or any of its subsidiaries, or was its customer or client within two years prior to the date of this Agreement; (d) persuade or attempt to persuade any employee of Caribsunthe Company or any of its subsidiaries, or any individual who was its employee during the two years prior to the date of this Agreement, to leave Caribsunthe Company's or such subsidiary's employ, or to become employed by or otherwise be engaged as an independent consultant or otherwise for, any person other than Caribsunthe Company or such subsidiary; or (e) disclose or use any confidential or secret information relating to the Company, any of Caribsun its subsidiaries or any of their clients and customers. For purposes Notwithstanding anything hereinabove to the contrary, Purchaser acknowledges and agrees that Seller is currently engaged, and intends to continue to be engaged, in the business of developing and marketing CBT programs and nothing herein shall be construed to restrict Seller or any of its subsidiaries or affiliates in any manner from continuing to engage in such business within or outside of Canada or from soliciting the CBT business of any company which is a customer or client of the Company or any of its subsidiaries, or was its customer or client within two years prior to the date of this section "confidential information" Agreement. It is the desire and intent of the parties to this Agreement that the provisions of this Section 4.01 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 4.01 shall be adjudicated to be invalid or unenforceable, this Section shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to any entity shall mean trade secrets concerning such entity's operations, future plans, projected and historical sales, marketing, costs, production, growth and distribution, any customer lists, customer information or other information relating to the products or services, whether patentable or not, concerning the business operation of such entity as conducted prior Section in the particular jurisdiction in which such adjudication is made. The parties recognize that the performance of the obligations under this Section 4.01 by Seller is special, unique and extraordinary in character, and that in the event of the breach by Seller of the terms and conditions of this Section 4.01 to be performed, Purchaser and the Closing DateCompany shall be entitled, if they so elect, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Section 4.01, or to enforce the specific performance thereof by Seller or to enjoin Seller from performing services for any such other person, firm or corporation.