Common use of Non-Competition Clause in Contracts

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise.

Non-Competition. (a) In connection with the acquisition view of the Company unique and valuable services expected to be rendered by Parent pursuant Executive to the terms Fairway Group, Executive’s knowledge of the Merger Agreementtrade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Covenantee hereby Company, Executive agrees that during the period commencing on of his employment by the date hereof Company and ending on the second anniversary greater of the date on which the Covenantee's (i) one year following his employment with the Parent and its subsidiaries and affiliates terminates for any reason Company or (ii) the Severance Period (the "“Non-Compete Competition Period"”), he will Executive shall not, whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-ownerprincipal, partner, member, shareholder, memberindependent contractor, partner, director, officer, trustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity)capacity whatsoever, any businessalone, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive in association with any of the businessother person, activitiescarry on, products be engaged or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged take part in, or conducted by render services (other than services which are generally offered to third parties) or provide advice to, own, share in the Parent earnings of, invest in the stocks, bonds or its subsidiaries other securities of, or affiliates on otherwise become financially interested in, any entity primarily engaged in the date retail grocery business anywhere in the Covenantee's employment with northeastern United States and in any other area where the Parent terminatesCompany is doing business or into which the Board has, but only to the extent knowledge of the Covenantee has had responsibility over such business activityExecutive, discussed the possibility of expanding the Fairway Group’s operations. Notwithstanding anything The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in this Section 2(a) to the contrary, the Covenantee over-the-counter market shall not be prohibited from participatingof itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any activity suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (ix) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with Internet operations outside the health care fieldsits obligations under Section 4 hereof, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that and such breach is not a Competitive Business; or cured within thirty (ii30) related days after written notice of such breach is provided to health care servicesthe Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than on-line or Internet-based or related businesses. Notwithstanding in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Covenantee may make passive investments in Company shall not be obligated to pay Executive any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) remaining portion of the equity of such enterpriseSeverance Payments.

Non-Competition. In connection with the acquisition of While employed by the Company by Parent pursuant to and for a period of two (2) years thereafter (the terms of the Merger Agreement“Restricted Period”), the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will Employee shall not, without the express written consent of the Parent, directly or indirectly, enter into the employment of, render any services to, engage, manage, operate, join, or own, or otherwise offer other assistance to or participate in, as an officer, director, employee, principal, agent, proprietor, representative, stockholder, partner, associate, consultant, sole proprietor or otherwise, any person that, directly or indirectly, is engaged in the Business anywhere in the United States or CanadaRestricted Area (as hereinafter defined). Notwithstanding the foregoing, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist Employee may own up to two percent (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate 2%) of the Parent), whose business, activities, products outstanding stock of a publicly held corporation which constitutes or services are directly competitive is affiliated with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are entity that is engaged in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest Business so long as the Covenantee Employee is not involved in an officer, director, employee or consultant or otherwise maintains voting control, whether by contract or otherwise, of such ancillary businessentity, and Employee may be a passive owner of Series B Preferred Stock of the Company and any underlying common stock into which such Series B Preferred Stock is convertible or any other shares of common stock of the Company or securities convertible into or exercisable for shares of common stock of the Company. For purposes of this Section 2(a)7, “Restricted Area” means any U.S. state or territory in which the Company, Fluent, LLC or any of their affiliates has conducted or proposes to conduct business or offers any services, or any other jurisdiction in or to which the Company, Fluent, LLC or any of their affiliates has conducted or proposes to conduct any business or offers any services. For purposes of this Section 7, “Business” means the business of the Company, Fluent, LLC and its subsidiaries as described in the recitals to this Agreement, the Parent's "Field of Interest" shall consist actual business of the developmentCompany, implementation or sale Fluent, LLC and its subsidiaries as conducted as of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations the date of termination, and any other on-line or Internet health care related anticipated business activity engaged in, or conducted considered by the Parent Board towards which the Company, Fluent, LLC or its any subsidiaries thereof has taken material steps or affiliates on the date the Covenantee's employment with the Parent terminates, but only incurred material expenditures in furtherance thereof prior to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisetermination date.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during (a) During the period commencing on the Effective Date and continuing until the earlier of (A) March 16, 2018 and (B) the date hereof that Trican Parent ceases to directly or indirectly own at least 5% of the issued and ending outstanding Class A Units and 100% of the issued and outstanding Class C Units, Trican and its Affiliates shall not directly or indirectly: (i) compete with the Company or its Subsidiaries in the Territory in the oil field services business; (ii) have an interest in any Person that competes in the Territory directly or indirectly with the Company or its Subsidiaries in any capacity (a “Competitive Business”), including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) knowingly interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and its Subsidiaries, on the second anniversary one hand, and any of their respective customers, suppliers or partners, on the date on which other hand; provided, however, that the Covenantee's employment with the foregoing shall not prohibit, or be interpreted as prohibiting, Trican Parent and its subsidiaries Affiliates from (1) conducting activities constituting or relating to the Excluded Businesses, the Excluded Assets and affiliates terminates for any reason the Excluded Liabilities (as such terms are defined in the "Non-Compete Period"Trican Purchase Agreement); (2) making equity investments in publicly owned companies which constitute a Competitive Business, he will not, without the express written consent provided such investments do not exceed 10% of the Parentoutstanding common equity of such publicly owned companies or (3) entering into any licensing or other agreements relating to the intellectual property of Trican Parent and its Affiliates; provided, that such licensing or other agreements are in compliance with, and do not breach or violate, the Intellectual Property License Agreement (as defined in the Trican Purchase Agreement). Notwithstanding the foregoing, nothing contained in this Section 4.5(a) or elsewhere in this Agreement shall prevent a Person that acquires all of the equity interests of Trican Parent (whether by acquisition of equity interests, merger or otherwise) from continuing to conduct its and its Affiliates business and operations in and outside of the Territory; provided, that in the event a Person consummates an acquisition, directly or indirectly, anywhere of all or substantially all of the assets of Trican or a majority of the common equity interests of Trican (whether by acquisition of equity interests, merger or otherwise), Trican shall provide notice of such sale transaction (the “Transaction Notice”) no later than three days after the consummation of such acquisition transaction and the Company shall have the option, but not the obligation, upon notice to Trican delivered no later than 60 days after receipt of the Transaction Notice, to purchase the Units formerly Held by Trican prior to such sale transaction (including the Class C Units) for Fair Market Value (and in the United States or Canadacase of Class C Units, engage in any activity which is, or participate or invest in, or provide or facilitate such Fair Market value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the provision Fair Market Value for such Units immediately prior to exercise of financing to, or assist this purchase option) (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted determined by an independent valuation firm selected by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee Management Board (unless a prior valuation has had responsibility and which are been undertaken in the Parent's Field 30 day period prior to such calculation of Interest (each a "Competitive Business"); provided that the Covenantee Fair Market Value, in which case Fair Market Value shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in based on such ancillary business. For purposes of this Section 2(aprior valuation), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise).

Non-Competition. In connection with The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the acquisition of the Company by Parent Corporation pursuant to this Agreement. Executive further represents and warrants that his employment and use of any material he brings will not violate the terms rights of the Merger Agreementany third party, the Covenantee including without limitation, pursuant to any competition or non-solicitation agreement. The Executive hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason he shall not (the "Non-Compete Period"), he will not, without the express prior written consent of the ParentBoard which shall not be unreasonably withheld taking into account (i) the Executive’s career in the pulp and paper industry and (ii) his non-disclosure obligations under Section 6.1) during the Restricted Period and within the Prohibited Area whether on his own account or in conjunction with or on behalf of any other person, and whether as an employee, director, officer, shareholder, partner, principal, agent, or in any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of its Affiliates, directly or indirectly, anywhere operate, manage, control, participate in, carry on, be employed by, be engaged in, perform services in the United States respect of, be concerned with, be financially interested in or Canada, engage in any activity which isfinancially assist, or participate or invest in, or provide or facilitate permit his name to be used in connection with the provision activities from time to time of financing to, or assist the Corporation (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacitythe “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing and packaging papers, market pulp and wood products, as well as research into, development, production, manufacture, sale, supply, import, export or marketing of any business, organization product which is the same or person other than the Parent (similar to or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any product researched, developed, produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the context of the business, activities, products or services conducted by above described activities during the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes term of this Section 2(a)Agreement. Notwithstanding the foregoing restrictions, the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business Executive may acquire securities (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods of a class or services through the Internet or providing e-commerce services or content series that is not a Competitive Business; traded on any stock exchange or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to over the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded counter if such investment constitutes less securities represent not more than five two percent (52%) of the equity issued and outstanding securities of such enterpriseclass or series, (ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of which is not within the control of the investor, or (iii) held in a fully managed account where the Executive does not direct or influence in any manner the selection of any investment in such securities.

Non-Competition. In connection with The Company shall disclose to the acquisition Executive, or place the Executive in a position to have access to or to develop, trade secrets or confidential information of the Company by Parent pursuant or its Affiliates; and/or shall entrust the Executive with business opportunities of the Company or its Affiliates; and/or shall place the Executive in a position to develop business good will on behalf of the Company or its Affiliates. As part of the consideration for the compensation and benefits to be paid to the terms Executive hereunder, to protect the trade secrets and confidential information of the Merger Company or its Affiliates that have been and will in the future be disclosed or entrusted to the Executive, the business good will of the Company or its Affiliates that has been and will in the future be developed in the Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to the Executive by the Company or its subsidiaries or affiliates; and as an additional incentive for the Company to enter into this Agreement, the Covenantee hereby Executive agrees that during to the non-competition obligations hereunder. During the Employment Term (other than in connection with performing services for the Company or its Affiliates) and, in the event of a Severance Termination or in the event of any other termination of the Executive’s employment whereby the Board elects to pay the Restrictive Covenant Compensation in accordance with Section 4.5 hereof, for the one year period commencing beginning on the date hereof and ending on Termination Date, the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for Executive shall not personally in any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parentmanner, directly or indirectly, anywhere in the United States through any person, firm or Canadacorporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing tobe engaged, or assist (whether as ownerany other person, part-ownerfirm, shareholdercorporation or enterprise in engaging or being engaged, member, partner, director, officer, trustee, employee, agent or consultant, or in Property Business in any other capacity)of Bermuda, any businessLondon, organization England or person other than the Parent (New York, New Jersey or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessConnecticut. For purposes of this Section 2(a)Agreement, the Parent's "Field of Interest" “Property Business” shall consist mean any property coverages of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted type underwritten by the Parent Company or any of its subsidiaries Affiliates as a reinsurer or affiliates on retrocessionaire during the date the Covenantee's employment with the Parent terminates, but only Employment Term. Anything to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrarycontrary notwithstanding, the Covenantee it shall not be prohibited from participating, directly or indirectly, in any activity or business a violation of this Section 5.2 for the Executive to (i) with Internet operations outside the health care fieldsown or acquire less than 5% of a publicly-traded entity or 1% of a private entity, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line serve as a member of the board of directors or Internet-based or related businesses. Notwithstanding anything herein on the advisory board of any entity on which the Executive was serving prior to the contraryTermination Date or (iii) provide services to a subsidiary, division or affiliate of a business or entity engaged in the Covenantee may make passive investments Property Business if (a) such subsidiary, division or affiliate is not itself engaged in any enterprise the shares of which are publicly traded if Property Business, and (b) such investment constitutes less than five percent (5%) business’ or entity’s Property Business is not materially competitive with the Property Business of the equity Company or any of such enterpriseits Affiliates.

Non-Competition. In connection (a) The Executive agrees that his services hereunder are of a special character, and his position with the acquisition Company places him in a position of confidence and trust with the Company's agents, clients, customers and employees. The Executive and the Company agree that in the course of employment hereunder, the Executive has and will continue to develop a personal acquaintanceship and relationship with the Company's agents, clients and customers, and a knowledge of those clients' and customers' affairs and requirements which may constitute the Company's primary or only contact with such clients and customers. The Executive consequently agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company by Parent pursuant to that the terms of Executive make the Merger Agreementcovenants contained herein. Accordingly, the Covenantee hereby Executive agrees that during while he is in the period commencing on Company's employ the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he Executive will not, without the express prior written consent of the ParentCompany, either directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (capacity whether as ownera promoter, part-owner, shareholder, memberproprietor, partner, joint venturer, employee, agent, consultant, director, officer, trusteemanager, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent shareholder (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each except as a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes shareholder holding less than five percent (5%) of a publicly traded company's issued and outstanding capital stock, or otherwise) work for, act as a consultant to or own any interest in any direct competitor of the equity Company which operates in or provides services essentially the same as the Company in any portion of such enterprisethe geographic territory where the Company operates or sells its products or services. The Executive further agrees that during the Term, and for the Three year period following the Executive's termination of employment with the Company, the Executive will not solicit, entice, induce or persuade: (i) any employee, agent, client or customer of the Company; or (ii) any person or entity had been engaged in negotiations with the Company to become, an employee, artist, client or customer of the Company during the six month period prior to the Executive's termination of employment with the Company, to alter, terminate or refrain from extending or renewing any contractual or other relationship with the Company, or commence a similar or substantially similar relationship with the Executive, any entity with whom the Executive is affiliated or employed by or any direct competitor of the Company.

Non-Competition. In connection with The Executive represents and warrants that he is not subject to and will not bring any material that is subject to any non-competition, non-disclosure, discoveries and works or other agreements that would prevent or restrict him from rendering services to the acquisition of the Company by Parent Corporation pursuant to this Agreement. The Executive further represents and warrants that his employment and use of any material he brings will not violate the terms rights of the Merger Agreementany third party, the Covenantee including without limitation, pursuant to any non-competition or non-solicitation agreement. The Executive hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason he shall not (the "Non-Compete Period"), he will not, without the express prior written consent of the ParentBoard which shall not be unreasonably withheld taking into account (i) the Executive’s career in the forest product industry and (ii) his non-disclosure obligations under Section 6.1) during the Restricted Period and within the Prohibited Area whether on his own account or in conjunction with or on behalf of any other Person, and whether as an employee, director, officer, shareholder, partner, principal, agent, or in any other capacity whatsoever other than as a consultant, in competition with the Corporation or any of its Affiliates, directly or indirectly, anywhere operate, manage, control, participate in, carry on, be employed by, be engaged in, perform services in the United States respect of, be concerned with, be financially interested in or Canada, engage in any activity which isfinancially assist, or participate or invest in, or provide or facilitate permit his name to be used in connection with the provision activities from time to time of financing to, or assist the Corporation (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacitythe “Restricted Business”), including the manufacture, sale and/or dealing in newsprint, commercial printing, tissue and packaging papers, market pulp and wood products, as well as research into, development, production, manufacture, sale, supply, import, export or marketing of any business, organization product which is the same or person other than the Parent (similar to or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any product researched, developed, produced, manufactured, sold, supplied, imported, exported or marketed by the Corporation or by any of its Affiliates in the context of the business, activities, products or services conducted by above described activities during the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes term of this Section 2(a)Agreement. Notwithstanding the foregoing restrictions, the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business Executive may acquire securities (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods of a class or services through the Internet or providing e-commerce services or content series that is not a Competitive Business; traded on any stock exchange or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to over the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded counter if such investment constitutes less securities represent not more than five two percent (52%) of the equity issued and outstanding securities of such enterpriseclass or series, (ii) of a mutual fund or other investment entity that invests in a portfolio the selection and management of which is not within the control of the investor, or (iii) held in a fully managed account where the Executive does not direct or influence in any manner the selection of any investment in such securities.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby Employee agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the CovenanteeEmployee's employment with the Parent Company and its subsidiaries and affiliates terminates for a period of 18 months from the last payment of compensation to Employee by the Company, Employee shall not engage in or participate in any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parentbusiness activity that competes, directly or indirectly, anywhere with the businesses of the Company, or its subsidiaries or affiliates, provided that Employee shall not be precluded from competing with the business of the Company in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate event of a termination of Employee's employment as a result of a material breach by the provision Company of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, the provisions of this Agreement or in any other capacity), any business, organization or person the event that Employee's employment is terminated by the Company other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessfor cause. For purposes of this Section 2(a)9, Employee shall be deemed to "compete, directly or indirectly" with the Parent's "Field of Interest" shall consist businesses of the developmentCompany, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on if Employee is or becomes engaged, otherwise than at the date request of the CovenanteeCompany, as an officer, director or employee of, or is or becomes associated in a management or ownership, consultant or agent, capacity with, any corporation, partnership or other enterprise or venture the business of which includes wholesale, private label web hosting and email services in Canada or the United States, or any other business engaged in from time to time by the Company and is responsible for the performance of functions similar to those performed by Employee during the 12 month period immediately preceding Employee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activitytermination. Notwithstanding anything in this Section 2(a) to the contrarycontrary contained herein Employee may, the Covenantee shall not be prohibited from participatingwithout being deemed to compete, directly or indirectly, with the businesses of the Company or its subsidiaries or affiliates own not more than 5% of any class of the outstanding securities of any such corporation listed on a national securities exchange or traded in the over-the-counter market. It is the desire and the intent of the parties that the provisions of this Section 9 shall be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 9 is adjudicated unenforceable in any activity or business (i) with Internet operations outside jurisdiction, such adjudication shall apply only in that particular jurisdiction in which such adjudication is made. The parties recognize that the health care fieldsCompany will have no adequate remedy at law for the breach by Employee of the covenants provided in this Section 9, including but not limited to companies providing non-health care goods or services through and, in the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contraryevent of such breach, the Covenantee may make passive investments in any enterprise Company and Employee hereby agree that the shares Company will be entitled to an injunction, a decree of which are publicly traded if specific performance, mandamus or other appropriate remedy to enforce such investment constitutes less than five percent (5%) of the equity of such enterprisecovenants.

Non-Competition. (a) In connection with the acquisition view of the Company unique and valuable services expected to be rendered by Parent pursuant Executive to the terms Fairway Group, Executive’s knowledge of the Merger Agreementtrade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Covenantee hereby Company, Executive agrees that during the period commencing on of her employment by the date hereof Company and ending on the second anniversary greater of the date on which the Covenantee's (i) one year following her employment with the Parent and its subsidiaries and affiliates terminates for any reason Company or (ii) the Severance Period (the "“Non-Compete Competition Period"”), he will Executive shall not, whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-ownerprincipal, partner, member, shareholder, memberindependent contractor, partner, director, officer, trustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity)capacity whatsoever, any businessalone, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive in association with any of the businessother person, activitiescarry on, products be engaged or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged take part in, or conducted by render services (other than services which are generally offered to third parties) or provide advice to, own, share in the Parent earnings of, invest in the stocks, bonds or its subsidiaries other securities of, or affiliates on otherwise become financially interested in, any entity engaged in the date retail grocery and food services business and related services anywhere in the Covenantee's employment with northeastern United States and in any other state into which the Parent terminatesBoard of Directors has, but only to the extent knowledge of the Covenantee has had responsibility over such business activityExecutive, discussed the possibility of expanding the Fairway Group’s operations. Notwithstanding anything The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in this Section 2(a) to the contrary, the Covenantee over-the-counter market shall not be prohibited from participatingof itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, request or cause any suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (or former employee) of any member of the Fairway Group. If the Company breaches its obligation to make the Severance Payments (other than in any activity the circumstances described in the next sentence) or business (i) to comply with Internet operations outside the health care fieldsits obligations under Section 4 hereof, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that and such breach is not a Competitive Business; or cured within thirty (ii30) related days after written notice of such breach is provided to health care servicesthe Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from her obligations under this Section 9. If Executive does not comply with her obligations under this Section 9 (other than on-line or Internet-based or related businesses. Notwithstanding in the circumstances described in the preceding sentence), then notwithstanding anything herein to the contrary, the Covenantee may make passive investments in Company shall not be obligated to pay Executive any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) remaining portion of the equity of such enterpriseSeverance Payments.

Non-Competition. In connection with the acquisition None of the Company by Parent pursuant to the terms Purchaser or any of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parentshall, directly or indirectly, anywhere compete in the United States sorting and/or marketing of rough diamonds prior to the date that any of the following events has occurred: (a) the Purchaser does not have a Nominee appointed or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate elected to the provision of financing to, or assist Board pursuant to Section 8 (whether as ownera result of the resignation of a Nominee, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent the choice of the Purchaser not to exercise its rights under Section 8 or consultant, or in any other capacity), any business, organization or person other than the Parent (expiry of the Purchaser’s rights under Section 8 provided that if the Purchaser or any subsidiary of its subsidiaries shall directly or affiliate indirectly compete as aforesaid, the Purchaser’s nomination rights pursuant to Section 8 shall forthwith expire and be of no further effect whether or not they have otherwise expired); (b) a Change of Control of the Parent)Corporation; (c) the bankruptcy or insolvency of the Corporation, whose businessthe Partnership or HWDM; (d) the conviction of the Corporation, activitiesHWDM, products the Partnership or services are directly competitive with any of the business, activities, products Selling Entities of an offence involving material and adverse reputational consequences for the Corporation; or services conducted by the Parent (e) a material default on the date part of the Covenantee's Corporation, HWDM, the Partnership or any of the Selling Entities in performing marketing and/or sorting obligations (after 45 day cure period has expired in respect thereof). In addition, during the Participation Period, neither the Purchaser nor the Corporation shall, directly or indirectly (including through any of its subsidiaries), solicit the employment with or retainer of any current director or officer of the Parent terminates and over which the Covenantee has had responsibility and which are other party or any of its subsidiaries or, in the Parent's Field case of Interest the Purchaser, any of the employees of Xxxxx Xxxxxxx Technical Services Inc. (each a "Competitive Business"Canada); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For greater certainty, for the purposes of this Section 2(a)14, the Parent's "Field solicitation will not include solicitation of Interest" shall consist directors or officers where such solicitation is solely through advertising in periodicals of general circulation or an employee search firm, so long as such party and/or its representatives do not direct or encourage such search firm to solicit a specifically named director or officer of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseparty.

Non-Competition. In connection with the acquisition consideration of the Company Company’s promise to disclose, and disclosure of, its Confidential Information and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Parent pursuant to Executive, Executive hereby agrees and covenants that: Until the terms end of the Merger AgreementSalary Continuation Period, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason defined above in Section 1(d)(i) (the "Non-Compete “Restricted Period"”), he will Executive shall not, without anywhere in the express written consent of the ParentRestricted Territory, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, assist or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive become associated with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessActivity. For purposes of this Section 2(a), 2(b): (i) the Parent's "Field “Restricted Territory” shall mean the United States of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations America and any other on-line country in the world where the Company or Internet health care related business activity engaged inany Affiliate is providing or supplying, or is planning to provide or supply, goods or services and in or concerning which, during the course of Executive’s employment, Executive or any employee under Executive’s direct supervision performed material duties for the Company or Affiliate; (ii) a “Competitive Activity” means, at the time of Executive’s termination, any business or other endeavor in the Restricted Territory of a kind being conducted by the Parent Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates on as of the date the Covenantee's employment Effective Date or at any time thereafter; and (iii) Executive shall be considered to have become “associated with the Parent terminatesa Competitive Activity” if Executive becomes directly or indirectly involved as an owner, but only to the extent the Covenantee has had responsibility over such business activityprincipal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything in this Section 2(a) to the contraryforegoing, Executive may make and retain investments during the Covenantee shall not be prohibited from participatingRestricted Period, directly or indirectlyfor investment purposes only, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such enterprisecorporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation.

Non-Competition. In connection with (a) From and after the acquisition of Closing, until the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second fifteenth anniversary of the date on which the Covenantee's employment with the Closing Date, Seller Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parentand Seller Parent will cause its affiliates not to, directly or indirectly, anywhere in the United States or Canada(i) engage in, engage in own any activity which isinterest in, or participate or invest in, or provide or facilitate the provision of financing lend funds to, or assist provide any management, consulting, financial, administrative or other services to any Competitive Business (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacitydefined below), (ii) solicit, sell or attempt to sell goods and services offered by the Business to any business, organization or person other than facility which is a customer of the Parent Business (or any subsidiary or affiliate of the Parentsuccessor), whose businessor (iii) disclose any confidential or non-public information regarding the Business to any third party, activitiesexcept as may be required by law. For purposes hereof, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); " means any business that provides the following goods or services to nursing homes, assisted living facilities and other long-term care constituencies: (a) pharmaceutical products, (b) pharmacy-related services of a nature currently provided that (or being developed with the Covenantee shall be permitted intention of providing) by Parent, its affiliates or the Business, (c) infusion therapy products and services, (d) respiratory equipment and supplies, and (e) parenteral and enteral nutrition products, wound care products, ostomy and urological supplies, together with all home health care services provided by UPC at its Springfield, Ohio location whether to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessLTC Customers or others. For purposes a period of this Section 2(a)one year following the Closing Date, Seller Parent will not, and will cause its affiliates to not solicit, employ or contract with any person who is an employee of the Business (or any successor) and who is hired by Parent or the Purchaser in connection with the transactions contemplated thereby. This covenant not to hire shall not preclude Seller Parent or any of its affiliates from employing any person responding to a general solicitation for employment, provided neither Seller Parent nor any of its affiliates specifically directed the solicitation to such person. Moreover, the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything noncompetition covenant contained in this Section 2(a4.13(a) to the contrary, the Covenantee shall not be prohibited interpreted to prohibit Seller Parent or any affiliate from participatingowning or acquiring securities of any corporation or other business enterprise that may be engaged in activities described in said noncompetition covenants, directly or indirectly, in any activity or business provided that: (i) with Internet operations outside the health care fieldsno affiliate of Seller Parent is an officer, including but not limited to companies providing non-health care goods director or services through the Internet employee of, or providing e-commerce services consultant to, such corporation or content that is not a Competitive Business; or business enterprise, (ii) related to health care services, other than on-line such securities are held by Seller Parent or Internet-based or related businesses. Notwithstanding anything herein to any affiliate for investment purposes only and represent in the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes aggregate less than five percent (5%) of the total equity interests of such enterprisecorporation or business enterprise and (iii) such securities are listed on a national securities exchange or are regularly quoted in the over the counter market by one or more members of the National Association of Securities Dealers, Inc. Additionally, this covenant shall not preclude Sellers from continuing to operate the businesses identified in Section 4.13 of the Disclosure Schedule. The Sellers shall use all reasonable efforts to cause such employees as Parent may designate to sign employment and non-competition agreements on such terms as Parent may reasonably designate.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he The Stockholder will not, without inside the express written consent State of Florida, for a period of one (1) year after the ParentClosing Date, directly own any interest in, manage, operate or indirectly, anywhere in the United States or Canada, engage in any activity which iscontrol, or participate in the ownership, management, operation or invest incontrol of (such as by serving as a director, or provide or facilitate the provision of financing toofficer, or assist (whether as owner, part-owner, shareholderemployee, member, partner, director, officer, trustee, employeeconsultant, agent or consultant, or in any other capacityadvisor), any business, organization business or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are enterprise that is involved in the Parent's Field business of Interest banking or other financial services (each a "the “Competitive Business"”); provided that provided, however, nothing contained herein shall prohibit the Covenantee shall be permitted Stockholder from (i) continuing to be employed by an entity which operates an ancillary business participate in the Parent's Field ownership, management, operation or control of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only a particular Competitive Business to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything set forth in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; Annex A or (ii) related acquiring and maintaining an ownership interest in a Competitive Business provided that the acquired ownership interest, when aggregated with any ownership interest of (A) family members of the Stockholder and (B) any person who, together with the Stockholder and any other person would be deemed to health care servicesbe a group (as defined for purposes of Rule 13d-3 under the Exchange Act), other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes represents less than five percent (5%) % of the equity and voting power in such Competitive Business. The Stockholder acknowledges that the covenants in this section are executed in order to induce Acquiror to enter into and consummate the transactions contemplated by the Merger Agreement, are required by Acquiror for the purpose of preserving the business acquired by it in connection with the transactions contemplated by the Merger Agreement and that Acquiror would not enter into and consummate the transactions contemplated by the Merger Agreement without the agreement of the Stockholder to the covenants contained in this section. The Stockholder also acknowledges that the scope, duration and geographic limitations contained in this section are reasonable given the nature of the Company’s business and the nature of the Competitive Business. In the event that any of the provisions of this section should ever be adjudicated to exceed the time, scope, geographic, or other limitations permitted by applicable law in any jurisdiction, then such enterpriseprovisions shall be deemed reformed in such jurisdiction to the maximum time, scope, geographic or other limitations enforceable under applicable law. The Stockholder further acknowledges that a violation of this section would cause immeasurable injury to Acquiror and that, in the event of a breach by the Stockholder of this section, Acquiror will not have an adequate remedy at law. Accordingly, in the event of any such breach, Acquiror shall be entitled to such equitable and injunctive relief as may be available to restrain the Stockholder and any other person participating in such breach from the violation of the provisions hereof in any court of competent jurisdiction and injunctive relief without the necessity of posting a bond or proving special damages. Nothing herein, however, shall be construed as prohibiting Acquiror from pursuing any other remedies available at law or equity for such breach, including the recovery of damages.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby Employee understands and agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's Employee’s employment with the Parent Company, Employee will be provided access to specialized information related to Company Business and its subsidiaries trade secrets, as well as the Company’s customers and affiliates terminates for any reason their confidential information. Employee further agrees that if this information were used in competition against the Company, the Company would experience serious harm and the competitor would have a unique advantage against the Company. Employee hereby covenants and agrees that (A) at no time during Employee’s employment with the Company and (B) at no time until the two years from the date of Employee’s termination (the "“Non-Compete Period"”), he will notEmployee (i) develop, without own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder or otherwise, any Competing Business in any geographic territory (within or outside the express written consent of United States) in which the ParentCompany does business; or (ii) act in any way, directly or indirectly, anywhere in on behalf of any Competing Business, with the United States purpose or Canadaeffect of soliciting, engage in any activity which is, diverting or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), taking away any business, organization customer, client, supplier, or person other than the Parent (or any subsidiary or affiliate good will of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessCompany. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee The foregoing provisions shall not be prohibited restrict Employee from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited owning up to companies providing non-health care goods a 2% interest in a publicly traded company which is or services through the Internet or providing e-commerce services or content that is not engages in a Competitive Business; Competing Business or (ii) related acting as an officer, employee, agent, independent contractor or consultant to health care servicesany company or business which engages in multiple lines of business, other than on-line one or Internet-based more of which may be a Competing Business, if Employee has no direct or related businesses. Notwithstanding anything herein indirect involvement, oversight or responsibility with respect to the contraryunit, division, group or other area of operations which cause such company or business to be a Competing Business. A “Competing Business” shall mean a company or business which is engaged, or intends to engage in, the Covenantee may make passive investments in manufacture, distribution, sale or marketing of any enterprise products which compete directly with the shares of which are publicly traded if such investment constitutes less than five percent (5%) of Company’s products or the equity of such enterpriseCompany Business. Employee acknowledges that this covenant has a unique, substantial, and immeasurable value to the Company.

Non-Competition. In connection with order to induce the acquisition of the Company by Parent pursuant Corporation to the terms of the Merger enter into this Agreement, the Covenantee Executive hereby expressly covenants and agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will shall not, without the express written consent of the ParentCorporation, for his own account or jointly with any other person, for the Term, for any reason (a) participate in, engage in or be connected in any way with, directly or indirectly, as a proprietor, contractor, employee, principal, partner, officer, stockholder, member, advisor, consultant, agent or licensor (whether paid or unpaid), Competitive Activities (as defined below) anywhere in the United States world in which the Corporation conducts business, (b) directly or Canadaindirectly, engage in any activity which isown, or participate or manage, operate, join, control, loan money to, invest in, or provide or facilitate the provision of financing tootherwise participate in, or assist (whether be connected with, or become or act as owner, part-owner, shareholder, member, partner, director, an officer, trustee, employee, agent or consultant, representative or in agent of any other capacityCompetitor (defined below), or (c) intervene in or interfere with any relationships between the Corporation and its vendors or customers or prospective customers or disrupt its customer markets, anywhere in the world in which the Corporation conducts business. Notwithstanding the foregoing, organization the Executive may at any time own, solely as a passive investor, securities of any entity, whether or person not in competition with the Corporation, if (a) such securities are publicly traded on a nationally-recognized stock exchange or on NASDAQ, and (b) the aggregate holdings of such securities by the Executive and his immediate family do not exceed one percent (1%) of the voting power or one percent (1%) of the capital stock of such entity. As used herein, "Competitive Activities" means the development, sale or resale, licensing or sublicensing, distribution or redistribution, or other than the Parent (commercial exploitation, of packaging products, "Competitor" means any Person whose principal business consists of Competitive Activities, or any subsidiary or affiliate of combination thereof. Notwithstanding the Parent)foregoing, whose businessnothing contained in this Section 7(d) shall be deemed to prohibit Executive from (i) maintaining an ownership interest in, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent serving on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are board of directors of or participating in the Parent's Field of Interest (each a "Competitive Business"); operations of, Xxxxxx Trucking Corporation, provided that the Covenantee shall be permitted business activities of Xxxxxx Trucking Corporation are limited solely to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical trucking brokerage and warehousing and other healthcare organizations and any other on-line or Internet health care related business activity engaged inactivities not constituting Competitive Activities, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care servicesmaintaining an ownership interest in or serving on the board of Q2 Marketing, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to Inc. or, through Q2 Marketing, Inc., participating in the contrarydevelopment and licensing of, the Covenantee may make passive investments "Q-Pack" patent and related trademark, copyright and other related intellectual property rights; provided, further, that any such activities described in any enterprise clauses (i) and (ii) above are in strict compliance with the shares last two sentences of which are publicly traded if such investment constitutes less than five percent (5%Section 1(b) of hereof, or from maintaining an ownership interest in and conveying or leasing the equity of such enterpriseproperty located at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx.

Non-Competition. In connection consideration for the termination payments and benefits that the Executive may receive in accordance with the acquisition Section 7 of the Company by Parent pursuant to the terms of the Merger this Agreement, the Covenantee hereby Executive agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's Executive’s employment with the Parent Company and its subsidiaries and affiliates terminates for any reason until two (2) years after the "Non-Compete Period")termination of the Executive’s employment with the Company, he the Executive will not, without the express written consent of the Parent, directly or indirectly, anywhere in either (i) on the United States Executive’s own behalf or Canadaas a partner, officer, director, trustee, executive, agent, consultant or member of any person, firm or corporation, or otherwise, enter into the employ of, render any service to, or engage in any business or activity which is, is the same as or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products business or services activity conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are Company or any of its Affiliate (unless Executive is engaged only in the Parent's Field an aspect of Interest (each a "Competitive Business"); provided such business or activity that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation competitive with any business or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent Company or any of its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingAffiliates and is not, directly or indirectly, engaged in any aspect of such business or activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; competitive with any business or activity conducted by the Company or any of its Affiliates), or (ii) related become an officer, employee or consultant of, or otherwise assume a substantial role or relationship with, any governmental entity, agency or political subdivision that is a client or customer of the Company or any of its Affiliates; provided, however, that the foregoing shall not be deemed to health care servicesprevent the Executive from investing in securities of any company having a class of securities which is publicly traded, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to so long as through such investment holdings in the contraryaggregate, the Covenantee may make passive investments in any enterprise Executive is not deemed to be the shares beneficial owner of which are publicly traded if such investment constitutes less more than five percent (5%) of the equity class of such enterprisesecurities that is so publicly traded. During the period of the Executive’s employment and until two (2) years after the termination of the Executive’s employment, the Executive will not, without the Company’s prior written consent, directly or indirectly, on the Executive’s own behalf or as a partner, shareholder, officer, executive, director, trustee, agent, consultant or member of any person, firm or corporation or otherwise, seek to employ or otherwise seek the services of any employee or consultant of the Company or any of its Affiliates. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 8(B) shall be null and void and of no further force or effect if the Executive’s employment is terminated by the Company in connection with or as a result of the liquidation, dissolution, insolvency or other winding up of the affairs of the Company or any of its Affiliates other than in connection with a sale of substantially all the assets of the Company or any of its Affiliates, without the establishment of a successor entity to the Company.

Non-Competition. In connection with For a period of four years from and after the acquisition of the Company by Parent pursuant to the terms of the Merger AgreementClosing, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Seller Parent and its subsidiaries Seller shall not, and affiliates terminates for any reason (the "Non-Compete Period"), he will notshall cause their respective Subsidiaries not to, without the express prior written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingPurchaser, directly or indirectly, in any activity manner (whether on Seller Parent’s or Seller’s own account, as an owner, operator, manager, consultant, investor, agent or otherwise) engage directly or indirectly in the Business anywhere in the Applicable Area, or own any interest in, manage, control, provide financing to, participate in (whether as an owner, operator, manager, consultant, investor, agent, representative or otherwise), or provide consulting or other services (in each case with respect to the Business) to, any Person that is engaged in the Business anywhere in the Applicable Area; provided, however, that this Section 5.6 shall not prohibit: (a) ownership of less than 5% of the outstanding equity of any Entity; or (b) Seller Parent, Seller or any of their respective Subsidiaries from acquiring a business or Entity that is engaged in the Business (the “Acquired Entity”) provided that: (i) with Internet operations outside the health care fields, including but Business conducted by the Acquired Entity does not limited to companies providing non-health care goods or services through represent more than 10% of the Internet or providing e-commerce services or content that is not a Competitive BusinessAcquired Entity’s overall business and operations; or (ii) related such Seller Parent, Seller or Subsidiary causes the disposal of the Business of such Acquired Entity within six months from the closing of the acquisition of such Acquired Entity (it being understood that, for the avoidance of doubt but without limiting the obligations of Seller or Seller Parent under this Section 5.6, this Section 5.6 shall not apply to health care servicesany Entity that acquires an interest in, including all of, Seller Parent, Seller or any of their respective Subsidiaries, or any Affiliates of such acquirer). Notwithstanding the foregoing, Seller Parent, Seller and its Affiliates (other than on-line the Acquired Companies) shall be entitled to continue to operate and otherwise be involved in the Business through StayFriends GmbH (and the other European Subsidiaries of Classmates International, Inc.) as long as such Business does not target the Applicable Area (or Internet-based or related businesses. Notwithstanding anything herein to customers located in the contrary, Applicable Area) and such Business’ contact with the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) Applicable Area is merely an incident of the equity websites of such enterpriseBusiness being accessible in the Applicable Area, and such activities shall not be considered a violation of this Section 5.6. The immediately preceding sentence shall apply to: (A) any entity that acquires StayFriends GmbH (and/or the other European Subsidiaries of Classmates International, Inc.) or all or substantially all of their assets; and (B) StayFriends GmbH and/or any of the European Subsidiaries of Classmates International, Inc., after the consummation of such acquisition.

Non-Competition. In connection with Except for such actions necessary to ensure the acquisition compliance by Stockholder of its obligations under the Company by Parent pursuant to Purchase Agreement and the terms of the Merger AgreementTransaction Documents, the Covenantee hereby and except as otherwise set forth herein, Stockholder agrees that during the period commencing on the date hereof Closing Date and ending terminating on the second fifth anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Closing Date (the "Non-Compete “Noncompetition Period"”), he will notStockholder shall not directly or through any Affiliate (as defined below), whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, lender or in any other capacity whatsoever, alone, or in association with any other Person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties and do not compete with the Competitive Business) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any Person engaged in the Competitive Business anywhere in the United States or (including Puerto Rico), Canada, engage in any activity which isLatin America, Brazil, Mexico, the Caribbean, the United Kingdom, Japan or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessChina. For purposes of this Section 2(a)Agreement, an “Affiliate” means an entity in which the Parent's "Field of Interest" shall consist of the development, implementation Stockholder or sale of on-line his spouse or Internet marketing children owns or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingcontrols, directly or indirectly, individually or collectively, a majority of the outstanding voting securities of or other ownership interests in such entity or otherwise has the right to appoint a majority of the board of directors, managers or other like governing body; provided that, notwithstanding the foregoing, the term “Affiliate” shall not include Innovo Group, Inc., or any activity entity controlled by or business affiliated with Stockholder’s brothers. Notwithstanding the foregoing, nothing herein shall prevent (i) with Internet operations outside AZT International S.A. de C.V., Apparel Distribution Services, Azteca or any affiliate thereof or other entity in which Stockholder has an ownership interest from continuing to manufacture denim-related clothing products for and on behalf of any party, subject to its ability to fulfill its obligations under the health care fieldsSupply Agreement, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related Stockholder from acting as a third party investment banker or advisor with respect to health care servicesfinding, other than on-line buying, selling or Internet-based otherwise packaging and marketing companies, including, without limitation, denim clothing product companies for purchase or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes sale; and (ii) Stockholder from owning (A) less than or equal to five percent (5%) of the equity outstanding capital stock of such enterprisea corporation whose stock is traded on an established stock exchange or quoted on NASDAQ or any other over the counter market, or (B) less than or equal to twenty percent (20%) of the outstanding capital stock, partnership interest or membership interest in a privately-held corporation, limited liability company, partnership or other privately-held entity. Any activities by Stockholder undertaken in connection with clause (ii) of this Section 2 shall not be deemed to be a violation or breach of Section 2, 3 or 4 of this Agreement.

Non-Competition. In connection with (a) As a material inducement for Buyer to enter into and close this Agreement, and in order to protect the acquisition goodwill and value of the Company Assets that are conveyed by Parent pursuant Sellers hereunder, each Seller agrees to the terms of the Merger Agreementrestrictions set forth in this Section 6.1. Except as permitted under Section 10.6, the Covenantee hereby agrees that during the period commencing on from and after Closing until the date hereof and ending on that is 18 months after the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Closing Date (the "Non-Compete “Restricted Period"”), he will Sellers shall not (and each Seller shall cause their respective Affiliates having access to information and data relating to the Assets, this Agreement or the transactions contemplated hereunder to not, without the express written consent of the Parent), directly or indirectly, anywhere in the United States or Canada(i) purchase, engage in any activity which isacquire, or participate earn (or invest inpurchase or acquire the right to purchase, acquire or provide earn) any Hydrocarbon leases, Hydrocarbon interests, royalty interest, overriding royalty interests, Hydrocarbon interests payable out of production, production payments or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with contractual rights to acquire any of the businessforegoing interests covering the Designated Area (such purchase, activitiesacquisition, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each earning, a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a“Prohibited Transaction”), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) encourage, facilitate, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any existing co-working interest owner of the Assets, with respect to a Prohibited Transaction. Without limiting the foregoing, except as permitted under Section 10.6, each Seller hereby agrees to immediately cease (and to cause its Affiliates to cease) any and all discussions, negotiations or other activities related to health care servicessuch purchase, other than onacquisition, or earn-line or Internet-based or related businesses. Notwithstanding anything herein out to the contraryextent such discussions, negotiations or other activities are occurring or have occurred on or prior to the Covenantee date hereof. Each Seller, on behalf of itself and its Affiliates, hereby waives and disclaims any preferential purchase right, right of first refusal, or other similar rights and any applicable consents that it may make passive investments have and that may be applicable to any transaction in which Buyer purchases, acquires, or earns (or purchases or acquires the right to purchase, acquire or earn) any enterprise the shares Hydrocarbon leases, Hydrocarbon interests, royalty interest, overriding royalty interests, Hydrocarbon interests payable out of which are publicly traded if such investment constitutes less than five percent (5%) production, production payments or any other contractual rights to acquire any of the equity foregoing interests covering any portion of such enterprisethe lands within the Designated Area.

Non-Competition. In connection For a period of eighteen (18) months following the Retirement Date, the Employee shall not, whether on his own behalf or on behalf of or in conjunction with any other person or entity, acting in any capacity whatsoever (including, but not limited to, as an owner of any business, except as a stockholder of a publicly held corporation of which the Employee beneficially owns no more than five percent of any class of equity security), in any geographic area where Assurant Solutions is operating as of the Retirement Date (or within 6 months prior thereof) directly or indirectly compete with Assurant Solutions (or with the acquisition businesses that comprised Assurant Solutions as of the Retirement Date, even if the Company by Parent pursuant no longer uses the term “Assurant Solutions” to identify the terms segment, such businesses being collectively referred to hereinafter as “Assurant Solutions”) for the business of, or for any direct commercial relationship with, any client, customer, contract holder, policyholder, broker, agent or other intermediary in any line of business in which Assurant Solutions is engaged as of the Merger AgreementRetirement Date. For avoidance of doubt, the Covenantee hereby agrees prohibitions of this Section 5.C include, but are not be limited to, a prohibition against the Employee’s engagement as a consultant to any competitor of Assurant Solutions within the scope of this Section 5.C. Notwithstanding the foregoing, following the Retirement Date, the Employee may be engaged as a consultant to or employee of a company that during the period commencing on the date hereof and ending on the second anniversary does not compete with Assurant Solutions but which may be an affiliate (but not a direct or indirect parent company) of the date on which the Covenantee's employment a company that competes with the Parent and its subsidiaries and affiliates terminates for any reason Assurant Solutions (the "Non-Compete Period"a “Competing Affiliate”), he will not, without provided that (i) the express written consent of the Parent, Employee does not directly or indirectly, anywhere in the United States indirectly provide services or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing information to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent supervise or consultantadvise any employee of, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent serve on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field Board of Interest (each Directors of, or act as a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a)consultant to, the Parent's "Field of Interest" shall consist of the developmentCompeting Affiliate, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a(ii) to the contraryreasonable satisfaction of the Company, it has been demonstrated that commercially reasonable steps have been taken to prevent any direct or indirect communications between Employee and the Competing Affiliate, its employees, officers, executives, directors, consultants, independent contractors and agents concerning any potentially competitively sensitive information, and (iii) before the Employee undertakes any such activity, the Covenantee Company, by its Chief Executive Officer or Chief Legal Officer, consents in writing to such activity, which consent shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseunreasonably withheld.

Non-Competition. In connection with From and after the acquisition of Closing, and for the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason next --------------- succeeding two (2) years (the "Non-Compete Restricted Period"), he will notnone of Xxxxx Xxxxxxx, without Xxxxxx Xxxxxxx or Xxxxxxxxx Xxxxxxx (the express written consent of the Parent"Individual Sellers") shall, directly or indirectly, anywhere or in the United States whole or Canadain part, (i) engage in any activity which isis directly competitive with the business of the Company as conducted during the one (1) year period immediately preceding the Closing or (ii) become interested in any Person engaged in such activity in any capacity including, or participate or invest in, or provide or facilitate the provision of financing but not limited to, or assist (whether as owner, part-ownera partner, shareholder, memberprincipal, partneragent, directorrepresentative, officersupplier, trustee, employee, agent employee or consultant. During the Restricted Period, no Individual Seller shall, directly or indirectly, hire or solicit any employee of the Buyer or the Company or encourage, in any other capacity)way, any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted such employee to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in leave such ancillary businessemployment. For purposes of this Section 2(a)6.5, the Parent's "Field of InterestCompany" shall consist mean and include the Company and the California Subsidiary. The Individual Sellers hereto acknowledge that any breach or threatened breach of any of the developmentcovenants contained herein would cause irreparable harm to the Buyer and that money damages would not, implementation or sale alone, provide an adequate remedy to the Buyer. The Buyer shall have all of on-line or Internet marketing or advertising programs to pharmaceutical the rights and other healthcare organizations and any other on-line or Internet health care related business activity engaged inremedies available under law, or conducted by in equity, to a party enforcing any such covenants, each of such rights and remedies to be independent of the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminatesother and severally enforceable including, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to, the right to companies providing non-health care goods have such covenants enforced by any court of competent jurisdiction including, but not limited to, through temporary injunctive relief, temporary restraining order and/or permanent injunctive relief, all without requirement for the posting or services through provision of any bond or other security, which requirements being hereby expressly waived by the Internet or providing e-commerce services or content that Individual Sellers, and the right to require any Individual Seller who is not a Competitive Business; or (ii) related violating party to health care servicesaccount for, other than on-line or Internet-based or related businesses. Notwithstanding anything herein and pay over to the contraryBuyer, all benefits derived or received by such violating party as a result of any breach of such covenant. No Individual Seller who is a violating party shall raise as a defense to the granting of any such relief that the Person requesting any such relief has an adequate remedy at law. Each of the Individual Sellers acknowledges and agrees that the covenants set forth herein are reasonable in duration and scope and in all other respects. If any court determines that any such covenants, or any part thereof, are invalid or unenforceable the remaining covenants shall not thereby be affected and they shall be given full effect, without regard to the invalid portions. If any court determines that all, or any part of, the Covenantee covenants contained herein are unenforceable, because of the duration or scope of such provision, such court is requested to reduce the duration or scope of such provision, as the case may make passive investments be, so that, in its reduced form, such provisions shall then be enforceable. The Individual Sellers intend to and do hereby confer jurisdiction to enforce the covenants contained herein upon the courts of any jurisdiction within the United States. If the courts of any one or more of such jurisdictions hold such covenants unenforceable by reason of the breadth of their scope, or otherwise, it is the intention of the parties that such determination not preclude, or in any enterprise way affect, the shares right of which are publicly traded if the Company to the relief provided above in the courts of any other jurisdiction within the United States as to breaches of such investment constitutes covenant in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose, severable and independent covenants. Nothing contained herein shall preclude any party hereto from owning less than five percent (5%) 1% of the equity issued and outstanding capital stock of such enterpriseany corporation whose shares are listed for trading on the New York Stock Exchange, American Stock Exchange or NASDAQ National Market.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on From the date hereof and ending on through (i) the second first anniversary date of the date on which the Covenanteeany termination of Executive's employment with the Parent and its subsidiaries and affiliates terminates Company by the Company without Cause or by Executive for Good Reason or (ii) the second anniversary date of any reason termination with Cause of Executive's employment with the Company or of Executive's resignation, Executive agrees not to engage in, have an interest in or render any services to, directly or indirectly (the "Nonas an officer, director, stockholder, partner, associate, employee, consultant, owner, agent, creditor, co-Compete Period"venturer or otherwise), he will any business which (i) is engaged in the anti-aging/age management and medical practice management businesses or (ii) offers products or services similar to or competitive with products and services offered by the Company in the markets and territories in which the Company's products and services are offered during the Term, whether as executive, partner, director, employee, agent, consultant, shareholder, owner, manager, operator, licensor, licensee, joint venturer or otherwise; provided that (A) Executive may hold less than 5% of the outstanding shares in any business listed on a national securities exchange or authorized for quotation on an inter-dealer quotation system of a regulated national securities association and (B) Executive's relationship with, and services and responsibilities to, Sands Brothers are and shall be excluded from the terms and provisions of this paragraph. Executive shall not, without during the express written consent Term and for a period of the Parenttwo years thereafter, directly or indirectly, anywhere in the United States take any action which constitutes an interference with or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision a disruption of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, Company's business activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of clarification, but not of limitation, Executive hereby acknowledges and agrees that the provisions of this Section 2(a)5.2 shall serve as a prohibition against him from, during the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs period referred to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingherein, directly or indirectly, hiring, offering to hire, enticing, soliciting or in any activity other manner persuading or business (i) with Internet operations outside the health care fieldsattempting to persuade any officer, including but not limited to companies providing non-health care goods employee, agent, lessor, lessee, licensor, licensee, client or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) customer of the equity of such enterpriseCompany, to discontinue or alter his, her or its relationship with the Company.

Non-Competition. In connection You acknowledge that during your employment the Company provided you with the acquisition access to Confidential Information of the Company and specialized knowledge concerning any business in which the Company was engaged at any time in the two years preceding the Separation Date (as described in the Forms 10-K and 10-Q of Rowan), including the provision of international and domestic contract drilling services and the production of equipment for the drilling, mining, steel and timber industries (collectively, the “Company Business”), all of which was developed by Parent pursuant to the terms Company at great cost and that are of critical importance in securing and maintaining business prospects, in retaining the accounts and goodwill of present customers and protecting the business of the Merger AgreementCompany throughout the United States and other locations in which it conducts the Company Business. You acknowledge that if a competitor of the Company gained access to said Confidential Information, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment competitor would be able to unfairly compete with the Parent Company in the Company Business anywhere in the United States, Europe, and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")elsewhere. Accordingly, he will not, you agree that without the express prior written consent of the ParentBoard (which consent may be withheld in its sole discretion) (i) for the two-year period commencing on your Separation Date, you will not in the United States or any other country where the Company conducts operations related to the Company Business, directly or indirectly, anywhere either as an individual, proprietor, stockholder (other than as a holder of up to one (1%) percent of the outstanding shares of a corporation whose shares are listed on a stock exchange or traded in accordance with the United States automated quotation system of the National Association of Securities Dealers), partner, officer, employee, director (including as a director of the buyer of XxXxxxxxxx Technologies, Inc., a Delaware corporation) or Canadaotherwise, work for, become an employee of, invest in, provide consulting services or in any way engage in any activity business which isprovides, produces, leases or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, sells products or services are directly competitive with any of the businesssame or similar type provided, activitiesproduced, leased or sold in the Company Business in any area where the Company provided, produced, leased or sold such products or services conducted by at any time during the Parent on the date the Covenantee's employment with the Parent terminates two years preceding your Separation Date and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other you will not accept any position with any person that has within the two years preceding the Separation Date purchased or acquired more than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five one percent (51%) of the equity common stock or any significant assets of such enterprisethe Company.

Non-Competition. A. In connection with the acquisition event of the Company Employee's voluntary withdrawal from GCOR's employment (which is not a Resignation for Good Reason) prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by Parent pursuant to the terms an unaffiliated third party or GCOR's discharge of the Merger AgreementEmployee for Cause as defined in paragraph 7 of the Employment Agreement to which this Exhibit A is appended prior to a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party, until the Covenantee hereby agrees that during the expiration of a 24-month period commencing on the date hereof and ending on of such termination of his employment, the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parent, Employee shall not engage in or compete directly or indirectly, anywhere in the United States or Canadaas a principal, engage in any activity which ison his own account, or participate or invest as a shareholder in, or provide be an employee of or facilitate the provision of financing consultant to, any corporation or assist (whether as ownerother legal entity, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent including limited or consultantgeneral partnerships, or carry out any activities which are competitive with or would be inimical to the technology or business interests of GCOR. The Employee, further, shall not (during the period referred to in the first sentence of this paragraph A) extend credit or lend money for the purpose of establishing or operating any other capacity), any such business, organization or person other than nor furnish any information (including the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only information subject to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything restriction in this Section 2(aparagraph l above) to the contraryor give advice, the Covenantee shall not be prohibited from participating, either directly or indirectly, in to any activity such third party, corporation or business (i) with Internet operations outside entity of any kind. The non-compete restrictions of this paragraph A shall apply, in the health care case of a large corporation conducting business in diverse business fields, including but not limited only to companies providing non-health care goods employment or services through the Internet competition in that unit, division, subsidiary or providing e-commerce services other part of such corporation (or content that is not other legal entity) in competition with GCOR. If prior to a Competitive Business; change in GCOR's ownership or control in which more than fifty (ii50) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the percent of GCOR's outstanding shares of common stock are acquired in one or more transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if he terminates his employment due to a Resignation for Good Reason, he will receive Termination Compensation as contemplated by his Employment Agreement. unless he becomes employed by a competitor as described above or otherwise violates the terms of this agreement. At that time, all compensation from GCOR (as contemplated by the preceding sentence) ceases. If after a change in GCOR's ownership or control in which more than fifty (50) percent of GCOR's outstanding shares of common stock are publicly traded acquired in one or more transaction(s) by an unaffiliated third party the Employee is involuntarily terminated without Cause or if such investment constitutes less than five percent (5%) of the equity of such enterprisehe terminates his employment due to a Resignation for Good Reason, he will receive Enhanced Termination Compensation as contemplated by his Employment Agreement.

Non-Competition. In connection Each of the Equity Holder and the Seller is familiar with the acquisition trade secrets related to the Business and with other Confidential Information concerning the Business, including all (a) inventions, technology and research and development related to the Business, (b) customers and clients and customer and client lists related to the Business, (c) products (including products under development) and services related to the Business and related costs and pricing structures, (d) accounting and business methods and practices related to the Business and (e) similar and related Confidential Information and trade secrets related to the Business. Each of the Company Equity Holder and the Seller acknowledges and agrees that the Business would be irreparably damaged if such Party were to directly or indirectly provide services to any Person competing with the Business and that such direct or indirect competition by Parent pursuant to any such Party would result in a significant loss of goodwill by the terms Business. In further consideration for the Buyer’s payment of the Merger AgreementPurchase Price under this Agreement (in respect of which payment each of the Equity Holder and the Seller expressly acknowledges that he or it derives a substantial and direct benefit), and in order to protect the Covenantee value of the Business acquired by the Buyer hereunder (including the goodwill inherent in the Business as of the date hereof), each of the Equity Holder and the Seller hereby agrees that during the period commencing on the date hereof Closing Date and ending on the second third (3rd) anniversary of the date on Closing Date (the “Non-Competition Period”), such Party shall not acquire or hold any economic or financial interest in, act as a partner, member, stockholder, or representative of, render any services to, or otherwise operate or hold an interest in any Person (other than the Seller) having any location in any county in which the Covenantee's employment with Business or the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent Buyer conducts operations as of the ParentClosing Date, which entity, enterprise or other Person primarily engages in, directly or indirectly, anywhere in any business that competes with the United States or CanadaBusiness; provided, engage in however, that nothing contained herein shall be construed to prohibit any activity which is, or participate or invest in, or provide or facilitate such Party from purchasing up to an aggregate of two percent (2%) of any class of the provision outstanding voting securities of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent Person whose securities are listed on a national securities exchange (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseis held on a purely passive basis).

Non-Competition. In connection with Each of the acquisition Shareholders and Shareholder Beneficiaries hereby agrees that, in order to protect the goodwill of the Company by Parent and in consideration of the benefits each Shareholder and each Shareholder Beneficiary will or may receive under this Agreement and the Related Documents, including the payments that may be made to such Shareholder with respect to such Shareholder’s Shares pursuant to the terms this Agreement (and such Shareholder Beneficiaries’ benefits in respect of the Merger Agreementsuch payments), the Covenantee hereby agrees that during the period commencing on the date hereof and ending on continuing through the second anniversary end of the date on which the Covenantee's employment with the Parent Restriction Period (as defined below) each Shareholder and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will Shareholder Beneficiary shall not, without the express prior written consent of the Parent, directly or indirectly, anywhere in the United States run, own, manage, operate, control, be employed by, provide consulting services to, be an officer or Canadadirector of, engage in any activity which isparticipate in, or participate or lend his name to, invest in, or provide otherwise be connected or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or affiliated in any other capacitymanner with the management, ownership, operation or control (all of the foregoing being referred to herein as “Relationships”) of (i) during the portion of the Restriction Period during which the applicable Shareholder Beneficiary is engaged as an employee or consultant by the Parent or any of its Subsidiaries (which restriction shall apply to the Shareholder owned by such Shareholder Beneficiary), any business, organization venture or person other than the Parent (activity that is in any way or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly manner competitive with any the business of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by either the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fieldsSurviving Corporation, including but not limited to companies providing non-health care goods retention marketing and customer communication software and/or services for the dental practice sector, or services through any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Internet Parent or providing e-commerce services or content that is not a Competitive Business; Surviving Corporation or (ii) related to health care services, other than on-line during the portion of the Restriction Period in which the applicable Shareholder is not engaged as an employee or Internet-based consultant by the Parent or related businesses. Notwithstanding anything herein any of its Subsidiaries (which restriction shall apply to the contraryShareholder owned by such Shareholder Beneficiary) any business, the Covenantee may make passive investments venture or activity that is in any way or manner competitive with any business or enterprise that develops, manufactures, markets, licenses, sells or provides any product or service that in any way or manner competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise.Parent or

Non-Competition. In connection with i. During the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will the Executive shall not, directly or indirectly through an intermediary, without the express written consent of the ParentCompany, directly (A) solicit or indirectly, anywhere in encourage any client or customer of the United States Employer or Canada, engage in any activity which isCompany Affiliate, or participate any person or invest entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) be engaged by, or have a financial or any other interest in, any corporation, firm, partnership, proprietorship or provide other business entity or facilitate the provision of financing toenterprise, or assist (whether as ownera principal, part-owneragent, shareholder, member, partneremployee, director, officer, trustee, employee, agent or consultant, stockholder, partner or in any other capacity), any business, organization or person other than which (x) competes with the Parent (Employer or any subsidiary Company Affiliate or affiliate of (y) is a financial institution which currently has a material relationship with, or interests adverse to, the Parent), whose business, activities, products Employer or services are directly competitive any Company Affiliate and the Executive’s role with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment such financial institution could involve such institution’s relationship with the Parent terminates and over which Employer or Company Affiliate or the Covenantee has had responsibility and which are Employer’s or Company Affiliate’s investments, or (C) own an interest in the Parent's Field of Interest any entity described in subsection (each a "Competitive Business")B) immediately above; provided provided, however, that the Covenantee shall be permitted to be employed by an Executive may own, as a passive investor, securities of any such entity which operates an ancillary business in the Parent's Field of Interest that has outstanding publicly traded securities so long as her direct holdings in any such entity shall not in the Covenantee is aggregate constitute more than 5% of the voting power of such entity and does not involved otherwise violate any Employer or Company Affiliate policy applicable to the Executive. The Executive agrees that, except with the consent of the Employer, before providing services, whether as an employee or consultant, to any entity described in such ancillary business. For purposes subsection (B) above during the Non-Compete Period, the Executive will provide a copy of this Section 2(a)Agreement to such entity, and such entity shall acknowledge to the Parent's "Field Employer in writing that it has read this Agreement. The Executive’s provision of Interest" a copy of this Agreement to a financial services entity during the Non-Compete Period, as required by the preceding sentence, shall consist not constitute a violation of the developmentExecutive’s confidentiality obligations under this Section 6. The Executive acknowledges that this covenant has a unique, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical very substantial and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only immeasurable value to the extent Employer and Company Affiliates, that the Covenantee Executive has had responsibility over sufficient assets and skills to provide a livelihood for the Executive while such business activity. Notwithstanding anything covenant remains in this Section 2(a) to force and that, as a result of the contrary, the Covenantee shall not be prohibited from participating, directly or indirectlyforegoing, in any activity or business (i) with Internet operations outside the health care fieldsevent that the Executive breaches such covenant, including but not limited to companies providing non-health care goods or services through monetary damages would be an insufficient remedy for the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) Employer and equitable enforcement of the equity of such enterprisecovenant would be proper.

Non-Competition. In connection Shareholder agrees that commencing on the later of the date of the termination of the Consulting Agreement or the date of termination of Shareholder as an employee of IA (the “Departure Date”), and continuing until two years thereafter, Shareholder will not directly or indirectly (i) engage in or continue in any business within a 75 mile radius of any IA wireless access point existing or contemplated at the Departure Date (the “Territory”), that competes with or is engaged in or carries on, in any material respect, the acquisition Business (a “Competing Business”), including owning, controlling, participating in, joining, operating, or managing or being a partner, stockholder or other equity interest owner, or as an employee, independent contractor, consultant, advisor, sales representative or distributor of any kind, of any Competing Business, (ii) consult with, advise or assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which at the time of such consultation, advice or assistance is or proposes to become a competitor of IA within the Territory, including, but not limited to, advertising or otherwise endorsing the products or services of any such competitor; soliciting clients or subscribers which were clients or subscribers of the Company by Parent pursuant to (or persons or entities from which the terms Company has solicited orders for the sale of any products or services of the Merger Agreement, Company within the Covenantee hereby agrees that during 24 months immediately preceding the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates Closing Date) or otherwise serving as an intermediary for any reason such competitor; loaning money or rendering any other form of financial assistance to any such competitor; or (the "Non-Compete Period"), he will not, without the express written consent of the Parent, directly iii) induce or indirectly, anywhere in the United States attempt to induce any present or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, former director, officer, trustee, employee, agent agent, subscriber, client, vendor, supplier or consultant, lessor of IA to terminate his or her position or relationship with IA. Shareholder understands that the foregoing restrictions limit his ability to engage in any other capacity), any business, organization or person other than a business similar to the Parent (or any subsidiary or affiliate Business of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminatesCompany, but only acknowledges receiving sufficiently high benefits from IA under this Agreement to the extent the Covenantee has had responsibility over justify such business activityrestriction. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee The foregoing agreement shall not be prohibited deemed to prohibit the Shareholder from participating, directly or indirectly, in any activity or business (i) with Internet operations outside acquiring as a passive investment not more than a one percent ownership interest of a Competing Business whose securities are publicly-traded. IA will notify the health care fields, including but not limited to companies providing non-health care goods or services through Shareholder at the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to Departure Date of all wireless access points existing and contemplated at the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) Departure Date upon receipt of the equity of such enterpriseShareholder’s written request.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he The Stockholder will not, without inside the express written consent State of Florida, for a period of one (1) year after the ParentClosing Date, directly own any interest in, manage, operate or indirectly, anywhere in the United States or Canada, engage in any activity which iscontrol, or participate in the ownership, management, operation or invest incontrol of (such as by serving as a director, or provide or facilitate the provision of financing toofficer, or assist (whether as owner, part-owner, shareholderemployee, member, partner, director, officer, trustee, employeeconsultant, agent or consultant, or in any other capacityadvisor), any business, organization business or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are enterprise that is involved in the Parent's Field business of Interest banking or other financial services (each a the "Competitive Business"); provided that provided, however, nothing contained herein shall prohibit the Covenantee shall be permitted Stockholder from (i) continuing to be employed by an entity which operates an ancillary business participate in the Parent's Field ownership, management, operation or control of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only a particular Competitive Business to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything set forth in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; Annex A or (ii) related acquiring and maintaining an ownership interest in a Competitive Business provided that the acquired ownership interest, when aggregated with any ownership interest of (A) family members of the Stockholder and (B) any person who, together with the Stockholder and any other person would be deemed to health care servicesbe a group (as defined for purposes of Rule 13d-3 under the Exchange Act), other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes represents less than five percent (5%) % of the equity and voting power in such Competitive Business. The Stockholder acknowledges that the covenants in this section are executed in order to induce Acquiror to enter into and consummate the transactions contemplated by the Merger Agreement, are required by Acquirorfor the purpose of preserving the business acquired by it in connection with the transactions contemplated by the Merger Agreement and that Acquiror would not enter into and consummate the transactions contemplated by the Merger Agreement without the agreement of the Stockholder to the covenants contained in this section. The Stockholder also acknowledges that the scope, duration and geographic limitations contained in this section are reasonable given the nature of the Company's business and the nature of the Competitive Business. In the event that any of the provisions of this section should ever be adjudicated to exceed the time, scope, geographic, or other limitations permitted by applicable law in any jurisdiction, then such enterpriseprovisions shall be deemed reformed in such jurisdiction to the maximum time, scope, geographic or other limitations enforceable under applicable law. The Stockholder further acknowledges that a violation of this section would cause immeasurable injury to Acquiror and that, in the event of a breach by the Stockholder of this section, Acquiror will not have an adequate remedy at law. Accordingly, in the event of any such breach, Acquiror shall be entitled to such equitable and injunctive relief as may be available to restrain the Stockholder and any other person participating in such breach from the violation of the provisions hereof in any court of competent jurisdiction and injunctive relief without the necessity of posting a bond or proving special damages. Nothing herein, however, shall be construed as prohibiting Acquiror from pursuing any other remedies available at law or equity for such breach, including the recovery of damages.

Non-Competition. In connection with Until the acquisition completion of the Company by Parent pursuant Earn-Out Period (such period as herein adjusted, the "Non Competition Period"), neither Seller nor any Shareholder, nor any affiliate of the foregoing, shall (i) directly or indirectly, engage in, have any interest in or engage in any transaction with, any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner agent, security holder, creditor, consultant or otherwise) that directly or indirectly engages in the Business in the United States; provided, however, that nothing contained herein shall be deemed to prevent or restrict Seller or Shareholder, or their affiliates, from owning up to 1% of the shares of any class of capital stock of any corporation whose shares are listed on a national securities exchange or are regularly traded in the over-the-counter market so long as neither Seller nor Shareholder do not actively participate or engage in the conduct of the business of any such other corporation, and (ii) directly or indirectly, solicit business from any person or entity that was a customer of Seller at any time prior to the terms Closing Date. Notwithstanding the foregoing, in the event that the (a) aggregate Earn-Out Payments shall equal the Maximum Amount prior to the expiration of the Merger AgreementEarn-Out Period, the Covenantee hereby agrees that during the period commencing Non Competition Period shall end on the date hereof and ending on the second anniversary of one (1) year following the date on which the Covenantee's employment with Seller shall receive the Parent and Maximum Amount (after giving effect to all prior Earn-Out Payments) or (b) Seller shall terminate its subsidiaries and affiliates terminates for right to any reason (Earn-Out Payments, the "Non-Compete Period"), he will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent Non Competition Period shall end on the date the Covenantee's employment with the Parent terminates one year following such termination. Seller and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (Shareholder each a "Competitive Business"); provided acknowledges that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes provisions of this Section 2(a)6.7, and the Parentperiod of time, geographic area and scope and type of restrictions on its activities set forth herein, are reasonable and necessary for the protection of Buyer and are an essential inducement to Buyer's "Field of Interest" shall consist of entering into the development, implementation or sale of on-line or Internet marketing or advertising programs transaction documents to pharmaceutical which it is a party and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by consummating the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisetransactions contemplated thereby.

Non-Competition. In connection with the acquisition For a period of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period five (5) years commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete “Restricted Period"”), he will SpinCo shall not, without the express written consent of the Parent, directly or indirectly, anywhere through one or more of its Subsidiaries or otherwise: (a) engage in or assist others in engaging in the United States Restricted Business in the Territory; (b) have an equity or Canada, engage other ownership interest in any activity which isPerson (other than the Buyer or its Affiliates) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether including as owner, part-ownera partner, shareholder, member, partneragent, director, officer, trustee, employee, agent trustee or consultant; (c) solicit or accept the business of any actual or prospective client or customer of DG or the Restricted Business (including any existing or former client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business and any Person that becomes a client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business after the date hereof), or in any other capacity)Person who has a material business relationship with DG, any business, organization or person other than the Parent (Buyer or any subsidiary of their respective Subsidiaries or affiliate of the Parent)Restricted Business, whose business, activities, to purchase products or services are directly competitive with the Restricted Business; or (d) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the businessRestricted Business (including any existing or former client, activitiescustomer, products supplier or services conducted by licensor of DG, the Parent on Buyer or any of their respective Subsidiaries as it relates to the Restricted Business and any Person that becomes a client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business after the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(ahereof), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line Person who has a material business relationship with DG, the Buyer or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only any of their respective Subsidiaries as it relates to the extent the Covenantee has had responsibility over Restricted Business, to terminate or modify any such business activityactual or prospective relationship. Notwithstanding anything in this Section 2(a) to the contraryforegoing, the Covenantee shall not be prohibited from participatingSpinCo may own, directly or indirectly, in solely as an investment, equity securities of any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that Person traded on any national securities exchange if SpinCo is not a Competitive Business; controlling Person of, or (ii) related to health care servicesa member of a group which controls, other than on-line such Person and does not, directly or Internet-based or related businesses. Notwithstanding anything herein to the contraryindirectly, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than own five percent (5%) or more of the any class of equity securities of such enterprisePerson.

Non-Competition. In connection with For a period of three (3) years following the acquisition Closing, Seller shall not, and shall ensure that none of its Subsidiaries will, directly or indirectly (including as a stockholder, consultant, member or partner), engage in the Business as conducted during the one (1) year prior to the Closing, including any development, design, manufacture, sale or promotion for sale of any Product developed, designed, manufactured, sold or promoted for sale by the Business during the one (1) year prior to the Closing in those countries in which the Business has active operations as of the Company by Parent pursuant to the terms Closing; provided, however, that for avoidance of the Merger Agreementdoubt, the Covenantee hereby agrees that during foregoing shall not restrict Seller or any of its Subsidiaries from in any way conducting any business or operation of any such Person other than the period commencing on Business as of the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for (any reason (the "Non-Compete Period"such business or operation, an “Existing Grandfathered Business”), he will notincluding Solutia’s plastic products business or any business that may consume, without the express written consent of the Parentuse, directly or indirectlycontain, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity)depend upon, any businessproduct developed, organization designed, manufactured, sold or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted promoted for sale by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or and provided further that, for such purposes, (iix) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares no owner of which are publicly traded if such investment constitutes less than five percent (5%) of the outstanding equity or voting interests of any Person and (y) no director (or other equivalent position on an equivalent governing body) of any Person (other than those Persons listed in the definition of Knowledge with respect to Seller who continues to be employed by Seller or any of its Affiliates), and (z) without limiting clause (x) hereof, no pension plan, savings plan or other similar employee benefit plan owning any equity or other interests in a Person for passive investment purposes only, in any such case shall be deemed to be engaged in the business of such enterprisePerson solely as a result of ownership of such equity or voting interests or such directorship. For the avoidance of doubt, nothing in this Section 6.6 shall (x) require Seller or any of its Subsidiaries from taking or refraining to take any action with respect to Holdings or any of its Subsidiaries incident or relating to Solutia’s equity interest in Holdings, (y) restrict Seller or any of its Subsidiaries from taking any action required to be taken by it pursuant to any Related Agreement, including the Securityholders Agreement or the Transition Services Agreement, or (z) limit any rights of Seller granted pursuant to Section 8.7 or Section 6.14. If a court of competent jurisdiction declares in a final judgment that any term or provision of this Section 6.6 is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Non-Competition. In connection with order to folly protect the acquisition of Company's ---------------- Proprietary Information, at all times during the Company by Parent pursuant to the terms of the Merger AgreementRestricted Period, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will Executive shall not, without the express written consent of the Parent, directly or indirectly, anywhere perform or provide managerial or executive services on behalf of any person, entity or enterprise which is engaged in, or plans to engage in, the provision of telephonic customer interaction solutions in the United States that directly or Canadaindirectly competes with the Company's Business (for this purpose, engage the "COMPANY'S BUSINESS" is the business of telephone and telecommunication installation and service). Notwithstanding anything to the contrary in any activity the forgoing or elsewhere herein, the "Company's Business" shall not be deemed to include the current business of Executive's other company, Synerio, Inc., a Georgia corporation, which isis building, or participate or invest in, or provide or facilitate operating and selling hosted call center applications. During the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the CovenanteeExecutive's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a)Company, the Parent's "Field of Interest" Executive shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingnot, directly or indirectly, have any interest hi any business that provides telephonic customer interaction solutions in the United States (other than the Company) that competes with the Company's Business, provided that this provision shall not apply to the Executive's ownership or acquisition, solely as an investment, of securities of any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and (hat are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a Competitive Business; controlling interest in or (ii) related to health care servicesbecome a member of a group which exercises direct or indirect control of, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less more than five percent (5%) of the equity any class of capital stock of such enterprisecorporation. For purposes of this Agreement the "RESTRICTED PERIOD" shall be the period during which the Executive is employed by the Company and, if the Executive's employment with the Company is either terminated by the Company without Cause pursuant to Section 5.4, or by the Executive for Good Reason pursuant to Section 5.5c, and the Company has paid to the Executive all of amounts then payable to the Executive pursuant to Sections 5.4 or 5.5c, as applicable, the one (1) year period immediately following the termination of the Executive's employment with the Company.

Non-Competition. In connection with Until the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second fifth anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Closing Date (the "Non-Compete Period"), he will notneither the Sellers, without the express written consent of the ParentPrincipals, nor any affiliate thereof, shall directly or indirectly, anywhere engage in the United States Business or Canadaany business comparable to or competitive with the Business, or have any interest in or engage in any activity which istransaction with, any sole proprietorship, partnership, corporation (other than the Buyer or participate any of its affiliates) or invest in, business or provide any other person or facilitate the provision of financing to, or assist entity (whether as owneran employee, part-owner, shareholder, member, partnerofficer, director, officerpartner agent, trusteesecurity holder, employeecreditor, agent consultant or consultant, otherwise) that directly or indirectly engages in any other capacity), any business, organization or person other than the Parent Business (or any subsidiary aspect thereof), or affiliate any business comparable to or competitive with the Business, in the states of Illinois, Maryland, Connecticut, Massachusetts, New Jersey, Pennsylvania or New York; provided, however, that nothing contained herein shall be deemed to prevent or restrict the Sellers, the Principals, or their affiliates, from owning up to 1% of the Parent)shares of any class of capital stock of any corporation whose shares are listed on a national securities exchange or are regularly traded in the over-the-counter market so long as neither the Sellers, whose businessthe Principals, activities, products nor their respective affiliates actively participate or services are directly competitive with engage in the conduct of the business of any such other corporation. Notwithstanding any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) foregoing to the contrary, it is understood and agreed that the Covenantee Principals may continue their "NeedMyDoctor" business as currently being conducted, as long as NeedMyDoctor does not enter into the TAS Business or the PhoneScreen Business and as long such continuation does not otherwise breach any of their obligations under this Agreement. For the sake of clarity, it is hereby understood and agreed that certain NeedMyDoctor customers utilize various providers of telephone answering services. The Principals hereby agree that they will, and will cause NeedMyDoctor to, refer all such customers who are seeking a provider of telephone answering services to the Buyer or its affiliates. In addition, it is hereby understood and agreed, that NeedMyDoctor shall not be prohibited from participating, directly or indirectly, in refer any activity or business (i) with Internet operations outside the health care fields, including but not limited of its customers to companies providing non-health care goods or a provider of telephone answering services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line the Buyer or Internet-based or related businesses. Notwithstanding anything herein its affiliates (provided, however, that if after such initial referral, a customer requests a referral to a service provider in the contrarysame geographical region as the cutomer, and neither Buyer nor its affiliates provide such service in such region, the Covenantee Principals may make passive investments in then refer such customer to another regional service provider), and that any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) referral shall be deemed to be a breach of the equity provisions of this Section 4.4. Each of the Sellers and the Principals acknowledge that the provisions of Sections 4.3 and 4.4, and the period of time, geographic area and scope and type of restrictions on its activities set forth in Section 4.3 and 4.4, are reasonable and necessary for the protection of Buyer and are an essential inducement to Buyer's entering into the transaction documents to which it is a party and consummating the transactions contemplated thereby. If, at the time of enforcement of Sections 4.3 or 4.4, a court shall hold that the period of time, geographic area or scope or type of restrictions set forth in Sections 4.3 or 4.4 are unreasonable under circumstances then existing, the parties hereto agree that the maximum period of time, geographic area or scope or type of restrictions deemed reasonable under such enterprisecircumstances by such court shall be substituted for the stated period of time, geographic area or scope or type of restrictions set forth in Sections 4.3 and 4.4.

Non-Competition. In connection with the acquisition consideration of the Company by Parent pursuant benefits of this Agreement, the Shareholder Agreement and the Merger Agreement to the terms of Shareholder and in order to induce Paraxxxxxx xx enter into this Agreement, the Shareholder Agreement and the Merger Agreement and Champion to enter into the Merger Agreement, the Covenantee Shareholder hereby covenants and agrees that during the period commencing on from the date hereof and ending on the second anniversary of the Shareholder Agreement to the date on which of termination of each and every provision of the CovenanteeShareholder Agreement with respect to the Shareholder and each and every Affiliate or Associate of the Shareholder or the relinquishment of all rights relating to the nomination of, and resignation of, all director nominees of the Shareholder and the Shareholder's employment with the Parent Affiliates and its subsidiaries and affiliates terminates for any reason Associates (the "Non-Compete PeriodTerm"), he will not) neither the Shareholder nor any Affiliates of the Shareholder shall, without the express prior written consent of the ParentParaxxxxxx, directly xxrectly or indirectly, anywhere compete with Paraxxxxxx xx any of its Subsidiaries in the United States or Canada, engage in business (which specifically does not include any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any ancillary hospital service businesses related to such business, organization including, without limitation, dietary, maintenance, security and other related service businesses) of owning, leasing or person other than managing hospitals and ambulatory care centers (the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are "Business") in the Parent's Field of Interest Restricted Area (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation defined below) or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and have any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatinginterest, directly or indirectly, in any activity or business entity engaged in the Business in the Restricted Area. Nothing in this Section shall prohibit the Shareholder from (i) with Internet operations outside owning, directly or indirectly, control of a Person (the health care fields, including but not limited to companies providing non-health care goods or services through "Subject Company") if the Internet or providing e-commerce services or content that Subject Company is not a Competitive Business; primarily engaged, directly or indirectly, in the Business in the Restricted Area and, within twelve months after such acquisition, the Shareholder causes the Subject Company to divest any business or assets of the Subject Company that engage in the Business in the Restricted Area or (ii) related to health care servicesowning, other directly or indirectly, not more than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in 5% of any enterprise the shares class of which are voting securities of a publicly traded if such investment constitutes less than five percent (5%) Person that is engaged, directly or indirectly, in the Business in the Restricted Area. The Shareholder specifically agrees that this covenant is an integral part of the equity inducement of such enterpriseChampion and Paraxxxxxx xx consummate the transactions contemplated by the Merger Agreement and that it shall be specifically enforceable by Paraxxxxxx' xxccessors and permitted assigns.

Non-Competition. (a) In connection with the acquisition view of the Company unique and valuable services expected to be rendered by Parent pursuant Executive to the terms Fairway Group, Executive’s knowledge of the Merger Agreementtrade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Covenantee hereby Company, Executive agrees that during the period commencing on of his employment by the date hereof Company and ending on the second anniversary greater of the date on which the Covenantee's (i) one year following his employment with the Parent and its subsidiaries and affiliates terminates for any reason Company or (ii) the Severance Period (the "“Non-Compete Competition Period"”), he will Executive shall not, whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-ownerprincipal, partner, member, shareholder, memberindependent contractor, partner, director, officer, trustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity)capacity whatsoever, any businessalone, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive in association with any of the businessother person, activitiescarry on, products be engaged or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged take part in, or conducted by render services (other than services which are generally offered to third parties) or provide advice to, own, share in the Parent earnings of, invest in the stocks, bonds or its subsidiaries other securities of, or affiliates on otherwise become financially interested in, any entity primarily engaged in the date retail grocery business anywhere in the Covenantee's employment with northeastern United States (which for the Parent terminatesavoidance of doubt includes the eastern seaboard from Virginia to Maine, but only as well as the District of Columbia, Pennsylvania and Vermont) and in any other area where the Company is doing business or into which the Board has, to the extent knowledge of the Covenantee has had responsibility over such business activityExecutive, discussed the possibility of expanding the Fairway Group’s operations. Notwithstanding anything The record or beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in this Section 2(a) to the contrary, the Covenantee over-the-counter market shall not be prohibited from participatingof itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of his duties for the Fairway Group, request or cause any activity suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (ix) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with Internet operations outside the health care fieldsits obligations under Section 4 hereof, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that and such breach is not a Competitive Business; or cured within thirty (ii30) related days after written notice of such breach is provided to health care servicesthe Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from his obligations under this Section 9. If Executive does not comply in all material respects with his obligations under this Section 9 (other than on-line or Internet-based or related businesses. Notwithstanding in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Covenantee may make passive investments in Company shall not be obligated to pay Executive any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) remaining portion of the equity of such enterpriseSeverance Payments.

Non-Competition. In connection The Purchaser, Forsbergs, and Seller agree that the Purchase Price is fixed on the basis that the transfer of the Transferred Assets to the Purchaser would provide the Purchaser with the acquisition full benefit and goodwill of the Company by Parent pursuant Seller as it existed on the Closing Date, provided, however, that the Purchaser understands that the Seller’s working relationships with all of its distributors, sales representatives, and customers are to a large extent personal to the terms Forsbergs, and no guarantees can be made by Seller or Forsbergs that Purchaser will enjoy the same relations. The Seller and Forsbergs acknowledge that it is proper for the Purchaser to have assurance that the value of the Merger AgreementTransferred Assets will not be diminished by acts of the Seller or Forsbergs after the Closing Date. Accordingly, the Covenantee hereby agrees that during the period Seller and Forsbergs covenant and agree that, commencing on the date hereof Closing Date and ending on five years from the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")Closing Date, he it will not, without the express written consent within a 100 mile radius of the ParentCity of Kxxxxxx, Shoshone County, Idaho (i) directly or indirectlyindirectly compete with, anywhere or own, manage, operate, or control or participate in the United States ownership, management, operation or Canada, engage in any activity which is, or participate or invest incontrol of, or provide or facilitate the provision of financing consulting services to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization firm, corporation, partnership, person, proprietorship or person other than entity which is conducting any business which competes with the Parent (or any subsidiary or affiliate business of the ParentSeller as constituted on the Closing Date (the “Restricted Business”), whose business(ii) directly or indirectly solicit employment by any person, activitiespartnership, products corporation or services are directly competitive with other entity of any of the businessemployees, activitiesconsultants, products agents, or services conducted by independent contractors of the Parent Seller (for this purpose the terms “employees”, “consultants”, “agents”, and “independent contractors” shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), or (iii) solicit, interfere with, or endeavor to entice away from the Seller, on behalf of any person, partnership, corporation, or other entity, any customer of the Restricted Business of the Seller. The foregoing provisions shall not apply to investments in shares of stock of Purchaser or of a corporation traded on a national securities exchange or on the date national over-the-counter market. If the Covenantee's employment with Seller commits a breach, or threatens to commit a breach, of any of the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes provisions of this Section 2(a)8.3, the Parent's "Field Purchaser shall have the right and remedy, in addition to any others, to have the provisions of Interest" shall consist of the developmentthis Section 8.3 specifically enforced by any court having equity jurisdiction, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical together with an accounting therefor, it being acknowledged and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted understood by the Parent Seller that any such breach or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only threatened breach will cause irreparable injury to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall Purchaser and that money damages will not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseprovide an adequate remedy therefor.

Non-Competition. In connection During the term of this Agreement and for a period of six (6) months following the termination of this Agreement, Executive will not directly or indirectly whether as a partner, consultant, agent, employee, co-venturer, greater than two percent owner or otherwise or through any other person (as hereinafter defined): (a) be engaged in any business which develops software or manufactures or sells hardware for use in the specialty retail, restaurant, supermarket or convenience store sectors of the POS market (A) in any part of the world in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (B) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be the countries in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (C) if the territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the continent of North America, (D) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be those states of the United States in which the Company is engaged in selling its products directly or indirectly at the time the Executive ceases to provide services hereunder, (E) if the territorial restriction in the preceding clause is deemed to be too broad, then the areas shall be any states in which the services performed by the Executive for the Company are directly related to the products and services provided by the Company to its customers in such states, or (F) if the territorial restriction in the preceding clause is deemed to be too broad, then the area shall be the states of New York and any other state in which the Executive actually performed services for the Company during the Employment Period; or (b) attempt to recruit any employee of the Company, assist in their hiring by any other Person, or encourage any employee to terminate his or her employment with the acquisition Company; or (c) encourage any customer of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on conduct with any other person any business or activity which the Covenantee's employment such customer conducts or could conduct with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessCompany. For purposes purpose of this Section 2(a)7, the Parent's term "Field of InterestCompany" shall consist of include any person controlling under common control with or controlled by, the developmentCompany, implementation or sale of on-line or Internet marketing or advertising programs provided, however, that with respect to pharmaceutical and other healthcare organizations Tridex Corporation and any other on-line or Internet health care related business activity engaged insubsidiary of Tridex Corporation, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in provisions of this Section 2(a7 shall cease and be of no force and effect six (6) to months after the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that Company is not no longer a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares subsidiary of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseTridex.

Non-Competition. In connection with During the acquisition of the Company by Parent pursuant to the terms of the Merger AgreementRestricted Period, the Covenantee hereby Employee agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will shall not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canadarender services to, engage in any activity which isbecome employed by, or associated with, participate or invest engage in, or provide or facilitate the provision of financing to, or assist otherwise become connected with (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each solely as a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) investor through purchases of securities in a publicly traded company) any person, partnership, corporation, or other entity engaged in a business competitive to that of the equity Company and its subsidiaries in any state where the Company has customers during the term of Employee’s employment with the Company and will not solicit any customer of the Company on behalf of any business competitive to the Company. For the purpose of this agreement, a business shall be deemed to be competitive to that of the Company and its subsidiaries if such business is primarily engaged in the manufacture, distribution, and sale of materials for use in the manufactured housing, recreational vehicle, furniture, or aluminum extrusions industries. Further, in consideration of this agreement and as a condition to the Company’s obligations hereunder, Employee agrees that he will not, without prior written authorization of the Board of Directors of Company, at any time use or disclose to any person or entity not legally entitled thereto any confidential information relating to the business of the Company and its subsidiaries obtained by him while in the Company’s employ and, further, after the Employee leaves the employ of the Company, he shall not take with him, without the President’s prior written consent, any documents or reproductions thereof, data, calculation or copies thereof, or any nonpublic information of any kind pertaining to the Company and its subsidiaries. It is agreed by the parties that the time, territory, product and business activities limitations, and definitions contained herein are reasonable in all respects. In the event Employee shall violate his agreement of noncompetition or nondisclosure, or both, Company shall be relieved from the payment of any further benefits which would otherwise be payable to the Employee under the terms hereof. It is the desire and intent of the parties that the foregoing provisions of this Section 5 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 5 shall be adjudicated to be invalid or unenforceable, the parties agree that such provision shall be amended to limit enforcement to the extent required by law and/or public policy and the provision shall be enforced as amended, such amendment to apply only with respect to the operation of such enterpriseprovision of this Section 5 in the particular jurisdiction in which such adjudication is made.

Non-Competition. In connection with Grantee acknowledges and recognizes the acquisition highly competitive nature of the business of the Company by Parent pursuant and the unique access to the terms Company’s confidential business, personnel, and customer and patient information that Grantee receives solely as a result of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's Grantee’s employment with the Parent Company, and its subsidiaries accordingly agrees that while Grantee is an Employee, and affiliates terminates for the 12 month period following termination of such relationship for any reason (whether voluntary or involuntary) (the "Non-Compete “Restricted Period"”), he will Grantee shall not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, an employee, agent or independent contractor, consultant, or in any other capacity), any business, organization prepare to provide or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with provide any of the business, activities, products same or similar services conducted by the Parent on the date the Covenantee's that Grantee performed during his/her employment with or service to the Parent terminates and over which the Covenantee has had responsibility and which are Company for any other individual, partnership, limited liability company, corporation, independent practice association, management services organization, or any other entity (collectively, “Person”) anywhere in the Parent's Field United States that competes in any way with the area of Interest (each a "Competitive Business"); provided that business of the Covenantee shall be permitted to be employed by an entity Company, or any of its subsidiaries or affiliates, in which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessGrantee worked and/or performed services. For purposes of this Section 2(a)the above, the Parent's "Field of Interest" shall consist preparing to provide any of the developmentsame or similar services includes, implementation but is not limited to, planning with any Person on how best to compete with the Company or sale any of on-line its subsidiaries or Internet marketing affiliates, or advertising programs to pharmaceutical and other healthcare organizations and discussing the Company’s, or any other on-line of its subsidiaries’ or Internet health care related affiliates’ business activity engaged plans or strategies with any Person. Grantee further agrees that during the Restricted Period, Grantee shall not own, manage, control, operate, invest in, acquire an interest in, or conducted otherwise engage in, act for, or act on behalf of any Person (other than the Company and its subsidiaries and affiliates) engaged in any activity that Grantee was responsible for during Grantee’s employment with or engagement by the Parent Company where such activity is competitive with the activities carried on by the Company or any of its subsidiaries or affiliates. Grantee acknowledges that during the Restricted Period, Grantee may be exposed to confidential information and/or trade secrets relating to business areas of the Company or any of its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only that are different from and in addition to the extent areas in which Grantee primarily works for the Covenantee has had responsibility over such business activityCompany (the “Additional Protected Areas of Business”). As a result, Grantee agrees he/she shall not own, manage, control, operate, invest in, acquire an interest in, or otherwise act for, act on behalf, or provide the same or similar services to, any Person that engages in the Additional Protected Areas of Business. Notwithstanding anything the foregoing, nothing in this Section 2(a11(a) to prohibits Grantee from passively owning not in excess of 2% in the contrary, the Covenantee shall not be prohibited from participating, directly aggregate of any company’s stock or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content other ownership interests that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) on any national or regional stock exchange. Grantee acknowledges and agrees that the geographical limitations and duration of this covenant not to compete are reasonable and appropriate, it being understood that the business of the equity Company can be, and is, practiced throughout the United States, and that the restrictions set forth herein will not impose any undue hardship on Grantee. To the extent that the provisions of this Section 11(a) conflict with any other agreement signed by Grantee relating to non-competition, the provisions that are most protective of the Company’s, and any of its subsidiaries’ or affiliates’, interests shall govern. This Section 11(a) (Non-competition) and the rights and obligations of Company hereunder may be assigned by Company and shall inure to the benefit of and shall be enforceable by any such enterpriseassignee, as well as any of Company’s successors in interest. This Section 11(a) (Non-competition) and the rights and obligations of Grantee hereunder may not be assigned by Grantee, but are binding upon Grantee’s heirs, administrators, executors, and personal representatives.]

Non-Competition. In connection The Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, hereby acknowledges that the Company is familiar with trade secrets with respect to the acquisition conduct and operation of the Company by Parent pursuant to the terms Business and with other Confidential Information of the Merger AgreementBuyer. The Company, the Covenantee hereby on its behalf and on behalf of its Subsidiaries and other Affiliates, acknowledges and agrees that during the period commencing on Business would be irreparably damaged if the date hereof and ending on the second anniversary of the date on which the Covenantee's employment Company, its Subsidiaries and/or its other Affiliates were to provide services, including manufacturing, testing, developing, distributing, marketing, using, selling, supplying or otherwise dealing with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parentproducts that compete, directly or indirectly, anywhere with the Business and that any such competition by the Company, its Subsidiaries or any of their respective Affiliates would result in a significant loss of goodwill related to the United States Business. The Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, further acknowledges and agrees that the covenants and agreements set forth in this Section 4.5 are a material inducement to the Buyer to enter into this Agreement and to perform its obligations hereunder, and that the Buyer would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if the Company, its Subsidiaries and/or its other Affiliates breached the provisions of this Section 4.5. Therefore, the Company, on its behalf and on behalf of its Subsidiaries and other Affiliates, agree, in further consideration of the amounts to be paid hereunder for the Transferred Assets sold by the Company, its Subsidiaries and their respective Affiliates, that neither the Company nor any of its Subsidiaries shall (and shall cause their respective Affiliates not to) directly or Canada, engage in indirectly own any activity which is, or participate or invest interest in, or provide or facilitate the provision of financing tomanage, or assist control, participate in (whether as owneran officer, part-ownerdirector, shareholder, memberemployee, partner, directoragent, officerrepresentative or otherwise), trusteeconsult with, employee, agent or consultantrender services for, or in any other capacity)manner engage anywhere in any business which manufactures, any businesstests, organization develops, distributes, markets, uses, sells, supplies, or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive otherwise deals with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingcompete, directly or indirectly, in any activity or business with (i) with Internet operations outside in the health care fieldscase of any Indocin Product, including but not limited to companies providing non-health care goods or services through for a period of time from the Internet or providing e-commerce services or content that is not a Competitive Business; or Closing Date until the expiration of eighteen (18) calendar months following the Closing Date and (ii) related to health care servicesin the case of any other nonsteroidal anti-inflammatory Product, for a period of time from the Closing Date until the first (1st) anniversary of the Closing Date; provided, that nothing herein shall prohibit the Company or any of its Subsidiaries or other Affiliates from being a passive owner of not more than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five two percent (52%) of the equity outstanding securities of any class of a company or business which is publicly traded so long as none of such enterprisePersons has any active participation in the business of such company or business.

Non-Competition. (a) In connection with order that the acquisition Buyer may have and enjoy the full benefit of the Company by Parent pursuant to the terms of the Merger AgreementBusiness, the Covenantee hereby Seller covenants and agrees that during for a period of five (5) years from the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Closing Date (the "Non-Compete Competition Period"), he will Seller and its Affiliates shall not, without directly or indirectly (including by means of a management, advisory, operating, consulting or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), (i) engage in any activities, for its own account or for any other Person, in any geographic location in competition with the express written consent of Business as such Business was conducted on the ParentClosing Date, or (ii) sell, license, transfer or otherwise permit any Person to access, use or benefit from, either directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products Proprietary Rights used or services usable in or for the Business as such Business was conducted by the Parent on the date the Covenantee's employment Closing Date, in competition with the Parent terminates and over which Company (collectively, the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive BusinessProhibited Activities"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. (b) Notwithstanding anything in subsection (a) above, any acquisition (by merger, consolidation, equity purchase, asset purchase or otherwise) by Seller or any of its Affiliates of a Person not primarily engaged in Prohibited Activities, or the continuation of such activities after such acquisition, shall not, in itself, constitute a violation or breach of the covenant set forth in this Section 2(a) 4.14. In the event that Seller shall acquire any Person, the operations of which engage in the Prohibited Activities ("Acquired Operations"), at any time prior to the contraryexpiration of the Non-Competition Period, Seller shall, within 60 days of the Covenantee acquisition thereof, notify Buyer in writing of such acquisition, and Buyer shall have a right of first negotiation for a period of 60 days after the giving of such notice to negotiate with Seller an agreement to purchase such Acquired Operations. If, at the end of such 60-day period, Buyer and Seller have not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not entered into a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein definitive agreement relating to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) sale of the equity Acquired Operations to Buyer, Seller shall sell or dispose of such enterpriseAcquired Operations within one year of the date of such acquisition, provided that such one year period shall be extended for such reasonable period as may be necessary to enable Seller or the applicable Affiliate to complete any negotiations with a third party pending at the end of such one year period and to enable Seller or such Affiliate to complete the sale or other disposition of the Acquired Operations.

Non-Competition. In connection The Executive acknowledges that (a) the Company engages in a competitive business, (b) the Executive’s services and responsibilities are unique in character and are of particular significance to the Company, (c) the Executive’s position with the acquisition Company will place him in a position of confidence and trust with the customers, suppliers and Executives of the Company, and (d) the Executive’s position with the Company by Parent pursuant will provide him access to Confidential Information which is valuable and material to the terms of business and competitive position to the Merger Agreement, the Covenantee hereby Company. The Executive therefore agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's Executive’s employment with the Parent Company and its subsidiaries and affiliates terminates for a period of eighteen (18) months after the termination of Executive’s employment for any reason (the "“Non-Compete Period"”), he will notnot (other than as a director, without the express written consent Executive, agent or consultant of the ParentCompany), directly or indirectly, as an individual proprietor, partner, shareholder, member, officer, director, Executive, consultant, independent contractor, joint venturer, investor or lender, participate in any business or enterprise engaged anywhere in the United States or Canadaany other country in which the Company’s products have during the Employment Period been marketed or sold in the business of designing and marketing of sunglasses, engage reading glasses, optical frames or fashion jewelry, or any business similar to or competitive with the business which the Company or any of its subsidiaries engaged in the same trade or business were providing, in either case, at any time while the Executive was employed by the Company, unless the Executive shall have obtained the prior written consent of the Board, provided, that the foregoing restrictions shall not be construed to prohibit the ownership by the Executive of not more than two percent (2%) of any class of equity securities of any corporation having a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are publicly owned and regularly traded on any national securities exchange or over-the-counter market if such ownership represents a personal investment and neither the Executive nor any group of persons including the Executive either directly or indirectly in any activity which isway manages or exercises control of any such corporation, guarantees any of its financial obligations or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or otherwise takes part in any other capacity), any business, organization or person its business other than the Parent (exercising his right as a shareholder or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with seeks to do any of the foregoing. Executive agrees that because of the nature of the Company’s business, activitiesthe nature of the Executive’s job responsibilities, products or services conducted by and the Parent on nature of the date Confidential Information and trade secrets of the Covenantee's employment with the Parent terminates and over Company which the Covenantee has had responsibility and which are Company will give Executive access to, any breach of this paragraph by Executive would result in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist inevitable disclosure of the development, implementation or sale of on-line or Internet marketing or advertising programs Company’s trade secrets and Confidential Information to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisedirect competitors.

Non-Competition. (a) In connection with the acquisition view of the Company unique and valuable services expected to be rendered by Parent pursuant Executive to the terms Fairway Group, Executive’s knowledge of the Merger Agreementtrade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, the Covenantee hereby consideration received under the Purchase Agreement and Executive’s and his family’s ownership interest in the Company, Executive agrees that during his employment by the Company and for a period commencing on of five (5) years following the date hereof and ending on the second anniversary termination of the date on which the Covenantee's Executive’s employment with the Parent and its subsidiaries and affiliates terminates for any reason hereunder (the "“Non-Compete Competition Period"”), he will Executive shall not, whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-ownerprincipal, partner, member, shareholder, memberindependent contractor, partner, director, officer, trustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity)capacity whatsoever, alone, or in association with any other person, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any business, organization or person engaged in the retail grocery and food services business and related services anywhere in the northeastern United States and in any other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over state into which the Covenantee Board of Directors has had responsibility and which are in discussed the Parent's Field possibility of Interest (each a "Competitive Business")expanding the Fairway Group’s operations; provided that if Executive’s employment is terminated as a result of non-renewal of this Agreement by the Covenantee Company, the Non-Competition Period shall be permitted reduced to one (1) year; and provided further that if Executive’s employment is terminated without justifiable cause or by Executive for good reason, the Non-Competition Period will be employed by an entity which operates an ancillary business in reduced to the Parent's Field greater of Interest so long one (1) year or, as applicable, the Covenantee remainder of the Severance Period if Executive is not involved in such ancillary business. For purposes of this being paid severance pursuant to Section 2(a8(f)(i), the Parent's "Field (ii) or (iii); provided, however, Executive’s retention of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs his rights under Section 4 pursuant to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee said clauses shall not be prohibited from participatingtreated as a “period during which payments are made” for purposes of calculating the Severance Period. The record or beneficial ownership by Executive of up to three percent (3%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the over-the-counter market shall not of itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, in during the Non-Competition Period, request or cause any activity suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee (ior former employee) of any member of the Fairway Group. If the Company breaches its obligation to make the Severance Payments or to comply with Internet operations outside the health care fieldsits obligations under Section 5 hereof, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that and such breach is not a Competitive Business; or cured within thirty (ii30) related days after written notice of such breach is provided to health care servicesthe Company by Executive, Executive shall be released from his obligations under this Section 10. If Executive does not comply with his obligations under this Section 10 (other than on-line or Internet-based or related businesses. Notwithstanding in the circumstances described in the preceding sentence), then notwithstanding anything herein to the contrary, the Covenantee may make passive investments in Company shall not be obligated to pay Executive any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) remaining portion of the equity Severance Payments or any amount due pursuant to Section 4 hereof; provided, however, that in the event that Executive’s violation of the non-compete provisions set forth in this Section 10 hereof is unintentional, then Executive shall be entitled to that portion of the bonus payable pursuant to Section 4, if any, that exceeds three times the amount of the damages caused by Executive’s violation of the non-compete provisions of this Section 10. For the avoidance of doubt, any activity that constitutes a violation of the non-compete provisions shall be intentional if Executive directly or indirectly received compensation in connection with such enterpriseactivity.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee The Executive hereby agrees that that, during the Term and for a period commencing on of eighteen (18) months following the date hereof and ending on the second anniversary termination of the date on which the Covenantee's his employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")under this Agreement, he will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage indirectly and in any activity which isway, or (a) own, manage, operate, control, be employed by, participate or invest in, or provide be connected in any manner with the ownership, management, operation or facilitate control of any business competing with the provision business of the Company, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing toor customer that the Company (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any prospective business opportunity that the Company (or any affiliate or subsidiary of the Company) has identified, or (c) for himself or another, hire, attempt to hire, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent in or consultant, or facilitate in any other capacity), way the hiring of any business, organization or person other than employee of the Parent Company (or any affiliate or subsidiary or affiliate of the ParentCompany), whose or any employee of any person, firm or other entity, the employees of which the Company (or any affiliate or subsidiary of the Company) has agreed not to hire or endeavor to hire. The effective time of the limitations imposed by this Section 13 shall be extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Section 14. Because of the Executive’s knowledge of the Company’s business, activitiesin the event of the Executive’s actual or threatened breach of the provisions of this Section 14, products or services are directly competitive with the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the businessforegoing. However, activitiesnothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, products or services conducted by including the Parent on recovery of damages from the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided Executive. The Executive agrees that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes provisions of this Section 2(a), 14 are necessary and reasonable to protect the Parent's "Field Company in the conduct of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and its business. If any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything restriction contained in this Section 2(a) 14 shall be deemed to the contrary, the Covenantee shall not be prohibited from participating, directly invalid or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) unenforceable by reason of the equity extent, duration of geographic scope thereof, then the Company shall have the right to reduce such enterpriseextent, duration, geographic scope of other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby.

Non-Competition. In connection with order to protect the acquisition GAME Parties’ and the Kxxxxx Investor’s significant investment and the value of the Company by Parent pursuant to Company’s goodwill and going concern value (as the terms same will be constituted after the Effective Time in the Company), for a period from the Effective Time through the later of (i) the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second five year anniversary of the date on which the Covenantee's employment with the Parent Effective Time and (ii) two years after GAME and its subsidiaries and affiliates terminates for any reason Affiliates no longer (the "Non-Compete Period"), he will not, without the express written consent of the ParentA) own, directly or indirectly, any shares of capital stock in the Company and (B) have any rights to appoint a director or observer to the Company’s board of directors (the “Restricted Period”), the GAME Parties and all Affiliates thereof shall not (i) anywhere in the United States of America and (ii) any other country or Canadajurisdiction in which the GAME Parties, the Company or their respective Affiliates operate or have conducted business in within the then prior twelve (12) months, either directly or indirectly, on the GAME Parties’ own behalf or in conjunction with or for the benefit of any other party and shall not cause or permit any Affiliate to: (i) own, operate, manage, or control any interest in any Competing Business, (ii) engage in any activity which is, or participate or invest assist another Person to engage in, or provide prepare to engage in (whether directly or facilitate the provision of financing indirectly) any Competing Business, (iii) act as an operator, employee, contractor, consultant, investor, officer, director, partner, member, joint venturer of, agent or representative of, or otherwise act on behalf of, any Person engaged in any Competing Business; (iv) lend credit or money to, or assist guarantee any indebtedness of, or otherwise provide financial assistance to, or render any managerial, marketing, or other advice or assistance to, any Person for the purpose of establishing or operating any Competing Business; (whether v) create any business plan or marketing material or financial data or projection with respect to, seek or obtain investment for, or otherwise arrange or set up any Competing Business, or (vi) render any material services or provide any products to, do business with, or accept business from, any Person engaged in any Competing Business. Notwithstanding any provision contained in this Section 4.5 to the contrary, nothing in this Section 4.5 shall prohibit the GAME Parties or any of their respective Affiliates from: (i) ownership of securities in the Company, including the securities of the Company contemplated to be issued hereby, (ii) other activities with the Company following the Effective Time, including without limitation, contracts or other commercial activities entered into by the Company and the GAME Parties and/or their respective Affiliates, including any and all agreements and activities contemplated by this Agreement, (iii) performing any services for the benefit of the Company (or any Affiliate thereof) as owner, part-owner, shareholder, member, partner, director, officer, trustee, an employee, agent or consultantadvisor, independent contractor or in any other capacity), any business, organization or person other capacity and (iv) owning not more than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five one percent (51%) of the equity securities of any publicly traded entity so long as none of the GAME Parties or any of their respective Affiliates has any active governance, management, oversight or other participation in the business of such enterpriseentity.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby Employee understands and agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's Employee’s employment with the Parent Company, Employee will be provided access to specialized information related to Company Business and its subsidiaries trade secrets, as well as the Company’s customers and affiliates terminates for any reason their confidential information. Employee further agrees that if this information were used in competition against the Company, the Company would experience serious harm and the competitor would have a unique advantage against the Company. Employee hereby covenants and agrees that (A) at no time during Employee’s employment with the Company and (B) at no time until the two years from the date of Employee’s termination (the "“Non-Compete Period"”), he will notEmployee (i) develop, without own, manage, operate, or otherwise engage in, participate in, represent in any way or be connected with, as officer, director, partner, owner, employee, agent, independent contractor, consultant, proprietor, stockholder or otherwise, any Competing Business in any geographic territory (within or outside the express written consent of United States) in which the ParentCompany does business; or (ii) act in any way, directly or indirectly, anywhere in on behalf of any Competing Business, with the United States purpose or Canadaeffect of soliciting, engage in any activity which is, diverting or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), taking away any business, organization customer, client, supplier, or person other than the Parent (or any subsidiary or affiliate good will of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessCompany. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee The foregoing provisions shall not be prohibited restrict Employee from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited owning up to companies providing non-health care goods a 2% interest in a publicly traded company which is or services through the Internet or providing e-commerce services or content that is not engages in a Competitive Business; Competing Business or (ii) related acting as an officer, employee, agent, independent contractor or consultant to health care servicesany company or business which engages in multiple lines of business, other than on-line one or Internet-based more of which may be a Competing Business, if Employee has no direct or related businesses. Notwithstanding anything herein indirect involvement, oversight or responsibility with respect to the contraryunit, division, group or other area of operations which cause such company or business to be a Competing Business. A “Competing Business” shall mean a company or business which is engaged, or intends to engage in, the Covenantee may make passive investments manufacture, distribution, sale or marketing of any products which compete directly with the Company’s products or the Company Business. Employee acknowledges that this covenant has a unique, substantial, and immeasurable value to the Company. Employee further acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes §8-2-113(2): “Any covenant not to compete which restricts the right of any enterprise the shares person to receive compensation for performance of which are publicly traded if such investment constitutes less than five percent skilled or unskilled labor for any employer shall be void, but this subsection (5%2) of the equity of such enterprise.shall not apply to:

Non-Competition. In connection with the acquisition of consideration for Executive's employment by the Company by Parent pursuant to the terms of the Merger Agreementhereunder, the Covenantee Extended Employment Term, the various other rights conferred on Executive under this Agreement and the rights and benefits conferred on Executive under the Stock Purchase Agreement and the Related Documents and Certificates (as defined in the Stock Purchase Agreement), Executive hereby covenants and agrees that during the period commencing on term of his employment hereunder, for the date hereof and ending on the second anniversary remaining (or unexpired) portion of the date on which Employment Term in the Covenanteeevent Executive's employment with hereunder is terminated prior to the Parent expiration of the Employment Term either by the Company for Reasonable Cause or by Executive for other than Reasonable Cause, and its subsidiaries and affiliates terminates for any reason a period of one (1) year after the expiration of this Agreement (the "Non-Compete PeriodTerm"), he will shall not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States whether by, through or Canadaas an officer, engage in any activity which isdirector, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, memberstockholder, partner, director, officer, trusteeowner, employee, agent or consultantcreditor, or otherwise, be engaged in any other capacity)commercial activities or pursuits whatsoever which may in any way be in competition or conflict with the business of Sunshine as it was or is conducted by Sunshine prior to the Merger or the Company at any time whether before or after the Merger (including without limitation the manufacturing, processing and marketing of nuts and other snack food items) in any business, organization market or person other than geographic area in which the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with Company and/or any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on is then doing business. Executive further covenants and agrees that during the date the Covenantee's employment with the Parent terminatesNon-Compete Term, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee he shall not be prohibited from participatingnot, directly or indirectly, in on his own behalf or on behalf of any activity other person, firm or business corporation, pursue any party which was a customer of Sunshine, the Company and/or any of its subsidiaries or affiliates as of the date on which Executive ceases, for whatever reason, to be employed hereunder (ithe "Cessation of Employment Date") with Internet operations outside or at any time within the health care fields24-month period preceding the Cessation of Employment Date for the purpose of soliciting and/or providing to any of those customers any products, including goods, or services of the nature and type sold by either Sunshine, The Company and/or any of its subsidiaries or affiliates. For purposes of the preceding sentence, a "customer of Sunshine, the Company and/or any of the Company's other subsidiaries or affiliates," includes, but is not limited to companies providing non-health care to, (a) any person, firm or corporation which Sunshine, the Company or any of their respective affiliates, subsidiaries, predecessors, successors or assigns has actually contacted for the purpose of obtaining an order for its products, goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contraryand which any of Sunshine, the Covenantee may make passive investments Company or any of their respective affiliates, subsidiaries, predecessors, successors or assigns, as of the Cessation of Employment Date or at any time within the 24-month period preceding such date, is or was pursuing by regular contacts with such person, and (b) any person, firm or corporation specifically identified by Sunshine, the Company or any of their respective affiliates, subsidiaries, predecessors, successors or assigns in any enterprise of their respective marketing or strategic plans as a target for solicitation of orders for products, goods or services of Sunshine, the shares Company or any of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisetheir respective affiliates, subsidiaries, predecessors, successors or assigns.

Non-Competition. In connection with For so long as the acquisition Executive is employed by 70MM and continuing for the period of time during which 70MM is obliged to pay any amounts to the Executive under Section 4.1.1 hereof (up to three years) after the date of the Company by Parent pursuant to the terms termination of the Merger Agreementemployment of the Executive with 70MM, notwithstanding whether the Executive's employment is terminated with or without Cause or whether the Executive resigns, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will Executive shall not, without the express prior written consent of Imax, directly or indirectly anywhere within Canada, the ParentUnited States, Europe or Asia, as a sole proprietor, member of a partnership, stockholder or investor (other than a stockholder or investor owning not more than a 5% interest), officer or director of a corporation, or as a trustee, employee, associate, consultant, principal or agent of any person, partnership, corporation or other business organization or entity other than Imax, render any service to or in any way be affiliated with a competitor (or any person or entity that is, at the time the Executive would otherwise commence rendering services to or become, affiliated with such person or entity, reasonably anticipated to become a competitor) of Imax (a "Competitor"), which is principally engaged or reasonably anticipated to become principally engaged in designing or supplying large screen theatres, distributing projection and sound systems for large screen theatres or designing or supplying motion simulation theatres or producing or distributing films for motion simulation theatres or, where such Competitor is not principally engaged in these activities but carries on these activities as part of its business then the Executive shall not directly or indirectly provide services to such Competitor in connection with these activities. Subsequent to the period referenced above, the Executive shall be free to create and work within a "post production" business (whether or not incorporated), provided that, during the one year period following the period referenced above, no such "post-production" business shall be financed by, directly or indirectly, anywhere nor may the Executive be directly or indirectly employed by, a direct competitor of Imax (including, without limiting the generality of the term "direct competitor", Iwerks Entertainment, Inc. or Showscan Entertainment Inc. or their successors and affiliates) in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary large format film business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything The Executive confirms that all restrictions in this Section 2(a) are reasonable and valid and waives all defences to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or strict enforcement thereof. "Post production" business (i) with Internet operations outside the health care fieldsis defined to include post production services related to large format motion pictures, including but not limited negative cutting, laboratory supervision, release print assembly and preparation, print quality assurance, print coating and rejuvenation, film storage and inventory control, supervision of optical effects, film production consultation, 35mm daily printdowns, color timing including V.I.S.T. timing, video mastering supervision and tape duplication and supply of ancillary products. Nothing in this provision restricts the Executive during the one year period referred to companies providing non-health care goods or above from performing services through the Internet or providing e-commerce services or content that is not for a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares direct competitor of which are publicly traded if such investment constitutes less than five percent (5%) Imax as a customer of the equity of such enterprisea post production business.

Non-Competition. In connection with (i) During the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will the Executive shall not, without the express written consent of the Parent, directly or indirectlyindirectly through an intermediary, anywhere in (A) solicit or encourage any client or customer of the United States Employer or Canada, engage in any activity which isCompany Affiliate, or participate any person or invest entity who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) be engaged by, or have a financial or any other interest in, any corporation, firm, partnership, proprietorship or provide other business entity or facilitate the provision of financing toenterprise, or assist (whether as ownera principal, part-owneragent, shareholder, member, partneremployee, director, officer, trustee, employee, agent or consultant, stockholder, partner or in any other capacity), any business, organization or person other than which (x) competes with the Parent (Employer or any subsidiary Company Affiliate, or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment competed with the Parent terminates Employer or any Company Affiliate during the Executive’s tenure with the Employer or (y) is a financial institution which currently has a material relationship with the Employer or any Company Affiliate and over which the Covenantee has had responsibility and which are Executive’s role with such financial institution could involve such institution’s relationship with the Employer or Company Affiliate or the Employer’s or Company Affiliate’s investments, or (C) own an interest in the Parent's Field of Interest any entity described in subsection (each a "Competitive Business")B) immediately above; provided provided, however, that the Covenantee shall be permitted to be employed by an Executive may own, as a passive investor, securities of any such entity which operates an ancillary business in the Parent's Field of Interest that has outstanding publicly traded securities so long as her direct holdings in any such entity shall not in the Covenantee is aggregate constitute more than 5% of the voting power of such entity and does not involved in such ancillary businessotherwise violate any Employer or Company Affiliate policy applicable to the Executive. For purposes The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, she will provide a copy of this Section 2(a)Agreement to such entity, and such entity shall acknowledge to the Parent's "Field of Interest" shall consist Employer in writing that it has read this Agreement. The Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer and Company Affiliates, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectlyforegoing, in any activity or business (i) with Internet operations outside the health care fieldsevent that the Executive breaches such covenant, including but not limited to companies providing non-health care goods or services through monetary damages would be an insufficient remedy for the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) Employer and equitable enforcement of the equity of such enterprisecovenant would be proper.

Non-Competition. In connection with the acquisition of the Company consideration for Executive's employment by Parent pursuant to the terms of the Merger AgreementSunshine hereunder, the Covenantee various rights conferred on Executive under this Agreement and the rights and benefits conferred on Executive under the Stock Purchase Agreement and the Related Documents and Certificates (as defined in the Stock Purchase Agreement), Executive hereby covenants and agrees that during the period commencing on term of his employment hereunder, and for the date hereof and ending on the second anniversary remaining (or unexpired) portion of the date on which Employment Term in the Covenanteeevent Executive's employment with hereunder is terminated prior to the Parent and its subsidiaries and affiliates terminates expiration of the Employment Term either by Sunshine for any reason reasonable cause or by Executive for other than reasonable cause (the "Non-Compete PeriodTerm"), he will shall not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States whether by through or Canadaas an officer, engage in any activity which isdirector, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, memberstockholder, partner, director, officer, trusteeowner, employee, agent or consultantcreditor, or otherwise, be engaged in any other capacity), commercial activities or pursuits whatsoever which may in any business, organization way be in competition or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment conflict with the Parent terminates business of Sunshine or JBSS (including without limitation the manufacturing, processing and over marketing of nuts and other snack food items) in any market or geographic area in which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee Sunshine or JBSS is not involved in such ancillary then doing business. For purposes of this Section 2(a)Executive further covenants and agrees that during the Non-Compete Term, the Parent's "Field of Interest" he shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingnot, directly or indirectly, in on his own behalf or on behalf of any activity other person, firm or business corporation, pursue any party which was a customer of Sunshine and/or JBSS as of the date on which Executive ceases, for whatever reason, to be employed hereunder (ithe "Cessation of Employment Date") with Internet operations outside or at any time within the health care fields24-month period preceding the Cessation of Employment Date for the purpose of soliciting and/or providing to any of those customers any products, including goods, or services of the nature and type sold by either Sunshine or JBSS. For purposes of the preceding sentence, a "customer of Sunshine or JBSS" includes, but is not limited to companies providing non-health care to, (a) any person, firm or corporation which Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns has actually contacted for the purpose of obtaining an order for its products, goods or services through and which any of Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns, as of the Internet Cessation of Employment Date or providing eat any time within the 24-commerce services month period preceding such date, is or content that is not a Competitive Business; was pursuing by regular contacts with such person, and (b) any person, firm or (ii) related to health care servicescorporation specifically identified by Sunshine, other than on-line JBSS or Internet-based any of their respective affiliates, predecessors, successors or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments assigns in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) their respective marketing or strategic plans as a target for solicitation of the equity orders for products, goods or services of such enterpriseSunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns.

Non-Competition. In consideration and as a condition of Executive’s employment hereunder and receipt of all payments and benefits available to Executive in connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreementsuch employment, the Covenantee Company’s promise to disclose, and disclosure of, its Confidential Information and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that during the Term and for a period commencing on of 18 months beyond Executive’s date of termination of employment for any reason, including the date hereof and ending on the second anniversary expiration of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Term (the "Non-Compete “Restricted Period"”), he will Executive shall not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, assist or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive become associated with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessActivity. For purposes of this Section 2(a)2(b): (i) a “Competitive Activity” means, at the Parent's "Field time of Interest" shall consist Executive’s termination, any business or other endeavor in the Restricted Territory of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or a kind being conducted by the Parent Company or any of its subsidiaries or, if engaged in the provision of any travel related services, any of its affiliates in the Restricted Territory (or demonstrably anticipated by the Company or its subsidiaries or affiliates as of the Effective Date or at any time thereafter); and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, advisor, lender, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, (i) Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than five percent of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if stock of such corporation is either listed on a national stock exchange or on the date the Covenantee's employment NASDAQ National Market System if Executive is not otherwise affiliated with such corporation; (ii) Executive may serve as an employee or partner (or otherwise hold an ownership interest) in an investment firm that has an ownership interest in a partnership, corporation or other organization that is engaged in a Competitive Activity provided such ownership interest does not constitute greater than 20% of such investment firm’s total assets under management and Executive is not directly involved with the Parent terminatesprovision of direction or management of such entity; and (iii) Executive may serve as an employee of or partner (or otherwise hold an ownership interest) in a consultancy or investment bank engaged in providing advisory services to entities engaged in Competitive Activities provided that Executive is not directly involved in the provision of the advisory services to such entities. For purposes of this Section 2(b), but only the “Restricted Territory” shall be defined as any state or political subdivision in the world where the Company is engaged in business, or has verifiable plans to engage in business. Executive also acknowledges that, to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything Company would be required to pay Executive additional compensation in accordance with applicable law following Executive’s separation from employment in order to enforce this Section 2(a) 2(b), Executive agrees to accept such additional compensation if offered to Executive by the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseCompany.

Non-Competition. In connection (a) From the Closing and for five years thereafter, Seller will not, and will cause its Subsidiaries not to, directly or indirectly anywhere in China, (i) engage in, own any equity interest in or invest in any business, part or all of the principal activities of which compete with the acquisition Business as conducted on the Closing Date, directly or indirectly in any manner, (ii) solicit, sell or attempt to sell software solutions or services offered by the Business as conducted on the Closing Date, (iii) disclose any confidential or non-public information regarding the Business or the Assets to any third party or provided, however, that notwithstanding the foregoing (A) the prohibition on ownership of direct or indirect interest in a competing business in this Section 5.8 (a) shall not apply to Seller’s or its Subsidiaries’ current equity ownership in the companies set forth in Section 5.8(a) of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary Seller Disclosure Schedule as of the date on which the Covenantee's employment with the Parent hereof, (B) Seller and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the ParentSubsidiaries may own, directly or indirectly, anywhere in the United States solely as an investment, securities of any Person that are traded on any internationally-recognized securities exchange if Seller (alone or Canada, engage in any activity which iscollectively with its Subsidiaries) (1) is not a controlling Person of, or participate or invest in, or provide or facilitate the provision a member of financing to, or assist a group that controls such Person and (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a2) to the contrary, the Covenantee shall not be prohibited from participatingdoes not, directly or indirectly, own ten percent or more of any class of securities of such Person, (C) nothing in the foregoing clauses shall be construed to prohibit Seller or its Subsidiaries from engaging in repair, maintenance, technical support or general after sales services in connection with any activity or of Seller’s business (i) with Internet operations outside as conducted on the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, Closing Date other than on-line or Internet-based or related businesses. Notwithstanding anything herein the Business and this Section 5.8(a) shall not apply to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) Telecommunications Applications Services Division as operated as of the equity date hereof by the ChinaWeal Group or the Insurance IT Services Division operated as of the date hereof by Lenovo AI, and (D) this clause shall not be construed to prohibit Seller’s continued employment of the Seconded Employees. With respect to the Telecommunications Applications Services Division of the ChinaWeal Group, Seller agrees that as long as the ChinaWeal Group is, directly or indirectly, a Subsidiary of Seller, in the event there are any activities that would constitute direct or indirect competition between the ChinaWeal Group and any businesses conducted by Purchaser, Seller shall engage in good faith discussions with Purchaser and use reasonable efforts to minimize or avoid such enterprisecompetition.

Non-Competition. In connection with view of the acquisition unique and valuable services it is expected Employee will render to the Company, Employee's knowledge of the customers, trade secrets and other proprietary information relating to the business of the Company by Parent pursuant to and its customers and suppliers and similar knowledge regarding the terms Company which it is expected that Employee will obtain, and in consideration of the Merger Agreementcompensation to be received hereunder, the Covenantee hereby Employee agrees that that, (a) during the period commencing on he is employed by the date hereof Company under this Agreement or otherwise, he will not Participate In (as hereinafter defined in this Section 6) any other business or organization, whether or not such business or organization now is or shall then be competing with or of a nature similar to the business of the Company, without obtaining the prior written consent of the Executive Committee of the Board of Directors of the Company, and ending on (b) until the second first anniversary of the date on which of the Covenanteetermination of Employee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")under this Agreement or otherwise, he will not, without the express written consent of the Parentnot Participate In any business which is engaged, directly or indirectly, anywhere in the United States same business as the Company with respect to any specific product or Canada, engage specific service sold or activity in which the Company engages up to the time of termination of employment in any geographical area in which at the time of termination such product or service is sold or activity which isis engaged in by the Company; provided, or participate or invest inhowever, or provide or facilitate that Employee may serve as a member of the provision Board of financing toDirectors of Elite Laboratories, or assist (whether Inc., for so long as ownerElite Laboratories, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultantInc. is not engaged in the same business as, or in competition with, the Company with respect to any other capacity), any business, organization specific product sold or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted specific activity engaged in by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessCompany. For purposes of this Section 2(a), 6 the Parent's term "Field of InterestParticipate In" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, mean: "directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, own, manage, operate, control, loan money to or participate in any activity the ownership, management, operation or business (i) with Internet operations outside control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor or otherwise with, or acquiesce in the health care fieldsuse of his name in." Employee further agrees that, including but not limited to companies providing non-health care goods during the period he is employed by the Company under this Agreement or services through otherwise and until the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) first anniversary of the equity date of such enterprisethe termination of Employee's employment under this Agreement or otherwise, he will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Company, any of its suppliers, customers or employees.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during During the period commencing on from the date hereof and ending on until the second anniversary after the expiration of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Initial Period (the "Non-Compete Noncompete Period"), he will not, without the express written consent neither Seller nor any of the Parent, Filefront Principals shall directly or indirectlyindirectly (whether for such Party or for any other Person) own any interest in, anywhere in the United States or Canadaoperate, manage, control, engage in, participate in any activity which is(whether as an officer, director, employee, partner, agent, representative or participate or otherwise), invest in, permit any of their names to be used by, consult with, advise, render services for (alone or provide or facilitate the provision of financing toin association with any other Person), or otherwise assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), manner (a) any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest Person (each a "Competitive BusinessRestricted Person") that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages or proposes to engage in a business which Buyer's Game Group engages as of the Closing Date or any time during the Initial Period or which any Seller or any Filefront Principal has knowledge that Buyer's Game Group intends to engage as of the Closing Date or any time during the Initial Period; (b) any successor, assignee, partner, joint venture or collaboration partner, subsidiary, division or Affiliate of any Restricted Person; or (c) any Person in which any Restricted Person owns an interest or participates, which any of Restricted Person manages or controls (whether as an officer, director, employee, partner, agent, representative or otherwise); provided that , or with which any Restricted Person consults or to which any Restricted Person otherwise provides management or financial support. Notwithstanding the Covenantee foregoing, the Noncompete Period shall be permitted to be employed by an entity which operates an ancillary business terminate in the Parentevent that Buyer and Guarantor have breached any obligations to make the Additional Purchase Price Payment on the 10th day after written notice of such breach, unless prior to such time, Buyer's Field obligations to make the Additional Purchase Price Payment are satisfied (by Buyer or Guarantor). Nothing herein shall prohibit Sellers or the Filefront Principals from being an owner, indirectly through a mutual fund or other similar pooled investment vehicle, of Interest a passive investment in the stock of a corporation that is publicly traded, so long as neither Seller nor any of the Covenantee is not involved Filefront Principals has any other participation in the business of any such ancillary businesscorporation. For purposes of The Parties expressly acknowledge and agree that each and every restriction imposed by this Section 2(a)7F(i) is reasonable with respect to subject matter, the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical time period and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisegeographical area.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby (a) Employee agrees that during the period commencing on the date hereof and ending on the second anniversary term of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), this Agreement he will not, without the express written consent of the Parent, directly or indirectly, anywhere in for Employee's own account or for the United States benefit of any other person or Canadaparty engage or become, engage in any activity which iswithout the prior consent of the Company, an owner, director, manager, officer, partner, operator, employee or agent of, or participate render services to or invest in, any business or provide or facilitate enterprise competing with the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate primary business of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activityCompany. Notwithstanding anything the foregoing, nothing in this Section 2(a) to the contrary, the Covenantee Agreement shall not be prohibited prohibit Employee from participating, directly or indirectly, being a passive investor in any activity or business (i) with Internet operations outside the health care fieldsany Fortune 500 companies, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related any other business or enterprise (A) not in direct competition with the business of the Company and (B) not an entity which is a party to health care servicesan exploration agreement with the Company. Provided, however, that with respect to any investment in a business or enterprise engaged in the oil and gas industry (other than on-line any Fortune 500 companies), Employee shall obtain the prior consent of the Board of Directors of the Company, which consent shall not be unreasonably withheld. If Employee intentionally breaches any provisions of Section 15 or Internet-based or related businesses. Notwithstanding anything herein this Section 16 (collectively the "Restrictive Covenants") in a material way, the Company shall have the right to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction it being acknowledged and agreed that any such breach will cause irreparable injury to the contraryCompany and that money damages will not provide adequate remedy to the Company. The Company's right of specific performance hereunder shall be independent of, and in addition to, any other rights and remedies available to the Company under law or in equity. If any court determines that any of the Restrictive Covenants or any part thereof is invalid or unenforceable, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) remainder of the equity Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such enterpriseprovision, such court shall have the power to reduce the duration or geographical scope of such provision, as the case may be and, in its reduced form, such provision shall then be enforceable and shall be enforced.

Non-Competition. In connection Employee acknowledges that during the course of Employee’s employment with the acquisition Company, its subsidiaries, and affiliates, Employee will become familiar with the Company’s trade secrets and Confidential Information, that Employee will represent, embody, and benefit from the goodwill of the Company by Parent pursuant in Employee’s dealings with others, and that Employee’s services will be of special, unique, and extraordinary value to the terms of Company, and, therefore, and as a further material inducement for the Merger AgreementCompany to continue to employ Employee, the Covenantee hereby Employee agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's Employee’s employment with the Parent Company and its subsidiaries and affiliates terminates for the six (6) month period following the end of Employee’s employment (regardless of whether Employee resigns or is terminated, or the reason for any reason such resignation or termination) (the "“Non-Compete Competition Restricted Period"”), he will Employee shall not, without the express written consent approval from the board of directors of the ParentCompany in the case of the CEO, or the CEO in the case of any other officer of the Company, directly or indirectly: (i) own any equity or other ownership interest in any Competing Business (as defined below), anywhere (ii) manage, operate, finance, or control a Competing Business, (iii) serve in a similar role or function as that which Employee performed for the United States Company for the twenty-four (24) months immediately preceding Employee’s resignation or Canada, termination from the Company (whether prior to the execution of this Agreement or after the execution of this Agreement) for a Competing Business or (iv) engage in any activity which isduties for, or participate or invest inconsult with, advise, or provide services or facilitate products to a Competing Business; provided, however, that nothing in this Agreement shall preclude Employee from investing Employee’s personal assets in the securities of any Competing Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in Employee beneficially owning, at any time, more than two percent (2%) of such Competing Business. As used in this Agreement, “Competing Business” means any business that is engaged in direct competition with the Company for the provision of financing toservices, technology, and solutions to the oil and gas industry that are the same or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or substantially similar to those then being provided by the Company; provided that Employee shall be restricted from engaging in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but foregoing activities only to the extent reasonably necessary to protect the Covenantee has had responsibility over such legitimate business activity. Notwithstanding anything in this Section 2(a) to interests of the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fieldsCompany Entities, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care servicescustomer goodwill, trade secrets, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to Confidential Information, and the contraryCompany Entities’ relationship with customers, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseclients, and investors.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant A. Subject to the terms of the Merger AgreementCovenant and Razboff's continued role as Chairman of Capitol, the Covenantee hereby Razboff agrees that during the that, for a period commencing on the date hereof and ending on (i) continuing for three (3) years should Razboff choose to terminate his employment with Davidson prior to the second anniversary expiration date of the date on which the CovenanteeEmployment Agreement or if neither 36 party chooses to continue Razboff's employment with past the Parent and its subsidiaries and affiliates terminates expiration date of the Employment Agreement or if Razboff is terminated by Davidson for cause during the term of the Employment Agreement or, (ii) for a period of one (1) year, should Razboff's employment be terminated by Davidson without cause during the term of the Employment Agreement or should Razboff remain employed for any reason period of time past the date of his Employment Agreement (the "Non-Compete Covenant Period"), Razboff shall not directly or indirectly (whether for compensation or otherwise) own, manage, operate or control, or join or participate in the ownership, management, operation or control of, or furnish any capital to or be connected in any manner with, any Competing Business (as hereinafter defined) that is located in or doing business in the Designated Regions (as hereinafter defined), either as a general or limited partner, proprietor, common or preferred shareholder, officer, director, agent, employee, consultant, trustee, affiliate, or otherwise. Nothing contained in this Covenant shall be construed to prohibit Razboff from (i) continuing to hold his shares in Capitol and act as its Chairman as long as he will not, without devotes no more than five (5) hours per week to such a role and otherwise devotes his full time and energy to his employment by Davidson in accordance with the express written consent terms and conditions of the ParentEmployment Agreement; (ii) purchasing or owning, as a passive investment, up to two percent (2%) of the issued and outstanding shares of any publicly traded class of securities of any corporation engaged in any business described above, provided that Razboff does not render any advice of any kind to the management of such corporation or actively participate in or control, directly or indirectly, anywhere any activities of such corporation or otherwise participate in its business or operations; (iii) acting as a passive investor of less than 20% of the United States or Canada, engage total assets in any activity which is, company through a blind pool or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether independently managed investment vehicle such as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseventure capital partnership.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee The Executive hereby agrees that that, during the Term and for a period commencing on of twelve (12) months following the date hereof and ending on the second anniversary termination of the date on which the Covenantee's his employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")under this Agreement, he will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage indirectly and in any activity which isway, or (a) own, manage, operate, control, be employed by, participate or invest in, or provide be connected in any manner with the ownership, management, operation or facilitate control of any business competing with the provision business of the Company, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company (or any affiliate or subsidiary of the Company) (i) any project, financing toor customer that the Company (or any affiliate or subsidiary of the Company) has under contract (including unfulfilled purchase orders), or any letter of supply or other supplier contract or arrangement entered into by the Company (or any affiliate or subsidiary of the Company), and all extensions, renewals and resolicitations of such contracts or arrangements, (ii) any contract, agreement or arrangement that the Company (or any affiliate or subsidiary of the Company) is actively negotiating with any other party, or (iii) any prospective business opportunity that the Company (or any affiliate or subsidiary of the Company) has identified, or (c) for himself or another, hire, attempt to hire, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent in or consultant, or facilitate in any other capacity), way the hiring of any business, organization or person other than employee of the Parent Company (or any affiliate or subsidiary or affiliate of the ParentCompany), whose or any employee of any person, firm or other entity, the employees of which the Company.(or any affiliate or subsidiary of the Company) has agreed not to hire or endeavor to hire. The effective time of the limitations imposed by this Section 12 shall be extended for the period of time equal to any period of time during which the Executive acts in circumstances that a court of competent jurisdiction finds to have violated the terms of this Section 12. Because of the Executive’s knowledge of the Company’s business, activitiesin the event of the Executive’s actual or threatened breach of the provisions of this Section 12, products or services are directly competitive with the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the businessforegoing. However, activitiesnothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, products or services conducted by including the Parent on recovery of damages from the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided Executive. The Executive agrees that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes provisions of this Section 2(a), 12 are necessary and reasonable to protect the Parent's "Field Company in the conduct of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and its business. If any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything restriction contained in this Section 2(a) 12 shall be deemed to the contrary, the Covenantee shall not be prohibited from participating, directly invalid or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) unenforceable by reason of the equity extent, duration of geographic scope thereof, then the Company shall have the right to reduce such enterpriseextent, duration, geographic scope of other provisions thereof, and in their reduced form such restrictions shall then be enforceable in the manner contemplated hereby.

Non-Competition. In connection with I undertake that, absent the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express prior written consent of the ParentCompany, for the Consulting Term and for a period of 18 (eighteen) months thereafter, I will not be involved, whether directly or indirectly, anywhere in the United States or Canadaany way, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly is competitive with any of the business, activities, products Company or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessCompany’s Operations. For purposes of this Section 2(a)3, the Parent's "Field “Company’s Operations” shall mean the Company’s Business and/or any other field approved by the Board of Interest" shall consist Directors of the developmentCompany during the Consulting Term which the Company, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged during the Consulting Term, engages in, enters into, or conducted by takes active steps towards entering into (all including research and development activity). I expressly acknowledge that the Parent or its subsidiaries or affiliates on business objectives and targeted operating market of the date Company are world-wide, and consequently the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything obligations prescribed in this Section 2(a3 shall apply on a world-wide basis, For the purpose of this Section 3, “directly or indirectly” includes doing business as an owner, an independent contractor, shareholder, director, partner, manager, agent, employee or consultant, but does not include holding up to 3% of the free market shares of any publicly traded companies. I further undertake that for a period of 18 (eighteen) months after the Consulting Term, I will not employ, offer to employ or otherwise engage or solicit for employment any person who is or was , during the 12 (twelve) month period prior to the contraryend of the Consulting Term, an employee or exclusive consultant, exclusive supplier or exclusive contractor of the Covenantee Company, and shall not be prohibited from participatingconduct, whether directly or indirectly, in any activity which intervenes in the relationship between the Company and any of its employees, contractors, or business consultants. I hereby acknowledge that the provisions of the Section 3 are reasonable and necessary to legitimately protect the Company’s Confidential Information, IP Rights and property (iincluding intellectual property and goodwill) to which I, in my position in the Company, have been and will continue to be exposed, and that my compensation under the Agreement incorporates special consideration with Internet operations outside the health care fields, including but not limited to companies providing respect for this non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisecompetition undertaking.

Non-Competition. In connection with During the acquisition of Employment Term and for a period equal to the Company by Parent time during which Executive receives severance payments or benefits pursuant to Section 2 of this Agreement or for a period of 12 months in the terms of event the Merger AgreementExecutive is terminated without entitlement to severance benefits herein, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will Executive shall not, without the express prior written consent permission of the ParentCompany, (i) within Connecticut, Massachusetts, New Hampshire, New York, Rhode Island, or Vermont; any other area of the United States in which the Company operates; or the remainder of the United States, its territories and possessions, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is the same or substantially similar to the work performed by the Executive for the Company and/or of the same substantive competency or nature as the work performed by the Executive for the Company, whether or not such engagement is as a consultant, independent contractor, agent, employee, officer, partner, director or otherwise, alone or for his own account or in association with any other person, corporation or other entity, for any Competitive BusinessBusiness (as defined below); provided, however, that the Executive shall be deemed to be acting “within” the above territories, even if physically outside of the territories, if the Executive’s activities assist the Competitive Business within the territories; (ii) directly or indirectly, hire or attempt to hire any person who is employed or retained by the Company or its affiliates (or was so employed within the immediately prior three months), or solicit, entice or encourage any such person to terminate his or her relationship with the Company; or (iiiii) related solicit for a competitive purpose, interfere with the Company’s relationship with, or endeavor to health care servicesentice away from the Company or its affiliates any of their customers or sources of supply. However, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to nothing in this Agreement shall preclude the contrary, Executive from investing his personal assets in the Covenantee may make passive investments in securities of any enterprise the shares of which Competitive Business if such securities are publicly traded on a national stock exchange and if such investment constitutes less does not result in his beneficially owning, at any time, more than five percent (5%) 1.0% of the publicly-traded equity securities of such enterprisecompetitor. “Competitive Business” shall mean any business or enterprise which (a) designs, sells, manufactures, markets and/or distributes still or sparkling spring or purified bottled water products or non-alcoholic beverages, or office refreshment products, including coffee, in the home and office market, or (b) competes or is planning to compete with any other business in which the Company or its subsidiaries is involved at any time during the 12-month period immediately prior to the termination of the Executive’s employment.

Non-Competition. In connection with Seller acknowledges that the acquisition nature of the Company’s business and Seller’s position as the founder and principal shareholder of the Company by Parent pursuant are such that if Seller were to become employed by, or substantially involved in, the terms business of a competitor of the Merger AgreementCompany during a period of time following the Closing, it would be very difficult for Seller not to rely on or use the Covenantee hereby agrees that Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s relationships and goodwill with customers, during the period commencing on the date hereof Effective Date and ending on continuing until the second fifth (5th) anniversary of the date Closing (the “Restricted Period”), unless otherwise agreed to in writing by a majority of the Company’s Board of Directors (the “Board”), Seller will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its Affiliates engage in business on which the Covenantee's employment Effective Date (the “Restricted Area”) that at any time during the Restricted Period competes with the Parent Company or any of its Affiliates in any business related to research, development, manufacture, distribution and its subsidiaries sale of vitamins, minerals, health and affiliates terminates for any reason (nutritional supplements, sports nutrition products, herbal teas and natural health and beauty care products and such other businesses as the "Non-Compete Period"), he will not, without Company is engaged in on the express written consent Effective Date. Nothing herein shall prohibit Seller from being a passive owner of not more than 2% of the Parentoutstanding stock of any class of a corporation which is publicly traded, so long as Seller has no active participation in the business of such corporation. Seller expressly agrees that the foregoing covenants in this Section 3.2 shall continue in effect through the entire Restricted Period regardless of whether Seller is then entitled to receive any compensation or benefits (including severance benefits) from the Company. As used in this Agreement, “Affiliate” of the Company means an individual or entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, anywhere in of the United States power to direct or Canada, engage in any activity which is, cause the direction of management or participate or invest in, or provide or facilitate the provision of financing to, or assist policies (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (through ownership of securities or any subsidiary partnership or affiliate other ownership interest, by contract or otherwise) of any entity. As used in this Agreement, the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee term “Person” shall be permitted to be employed by construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a)or any department, the Parent's "Field of Interest" shall consist of the development, implementation agency or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisepolitical subdivision thereof.

Non-Competition. In connection with The Seller hereby acknowledges and agrees that (i) the acquisition Purchaser would not have entered into this Agreement or the License Agreement if the Seller had not agreed to this non-competition covenant; and (ii) Seller has had access to information that is confidential to the Purchaser, which constitutes a valuable, special and unique asset of the Company by Parent pursuant Purchaser, and with respect to which the Purchaser is entitled to the terms protections afforded by this Agreement and to the remedies for enforcement of this Agreement provided by law or in equity (including, without limitation, those remedies the availability of which may be within the discretion of the Merger Agreementcourt or arbitrator that presides over any action for enforcement of this Agreement is brought). For a period of five (5) years following the Closing Date (the “Covenant Period”), the Covenantee hereby Seller agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he it will not, without the express written consent directly or indirectly (through any entity or other Person), and shall cause each of the Parentits Subsidiaries not to, directly or indirectly, anywhere in the United States acting alone or Canadaas a member of a partnership, engage in as a holder or owner of any activity which issecurity, or participate or invest inas an employee, or provide or facilitate the provision of financing agent, advisor, consultant to, or assist (whether as ownerindependent contractor to, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultantrepresentative, or in any other capacitycapacity within North America, South America or Central America (collectively, the “Territory”), any businessengage in the Business. Notwithstanding anything else to the contrary in this Agreement, organization or person other than the Parent (or any subsidiary or affiliate none of the Parentrestrictions or limitations in this Section 6.9 shall be applicable to (i) any Person that acquires Seller, by merger, consolidation, sale of all or substantially all of its assets, purchase or other acquisition of a majority of Seller’s outstanding voting securities or otherwise, which Person was not an Affiliate of Seller prior to such acquisition, or (ii) any Person that acquires any of Seller’s assets, whether by purchase or by sale in connection with any reorganization or liquidation of Seller, which Person was not an Affiliate of Seller prior to such acquisition. Seller agrees that it will not (directly or indirectly through any entity or other Person), whose businessand shall cause each of its Subsidiaries not to, activitiesdirectly or indirectly, products acting alone or services are directly competitive with as a member of a partnership, as a holder or owner of any security, as an employee, agent, advisor, consultant to, representative, or in any other capacity (i) cause or attempt to cause to leave the employment or service of the businessPurchaser or its Subsidiaries, activities, products or services conducted any person who is then employed by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are Purchaser or its Subsidiaries in a business unit that engages in the Parent's Field of Interest (each a "Competitive Business"); , provided that the Covenantee foregoing shall not be permitted deemed to be employed prevent general employment solicitations by an entity which operates an ancillary Seller, or (ii) request that any such person, or any agent or independent contractor of the Purchaser or its Subsidiaries curtail or cancel its business in or refrain from doing business with the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessPurchaser or its Subsidiaries. For purposes of this Section 2(a6.9(c), “Subsidiaries” of Purchaser shall include (i) those Subsidiaries of Purchase whose corporate name includes the Parent's "Field name “Kawasaki,” (ii) those Subsidiaries of Interest" shall consist Purchaser that Purchaser has informed Seller in writing are Subsidiaries of Purchaser and (iii) those Subsidiaries of Purchaser that Seller is aware are Subsidiaries of Purchaser. Without limiting the generality of the developmentprovisions of this Section 6.9, implementation the Seller shall be deemed to be carrying on or sale of on-line engaged in a particular business if it (whether alone or Internet marketing in association with one or advertising programs to pharmaceutical and more other healthcare organizations and Persons) is a partner, owner, stockholder, independent contractor or joint venturer of, or a consultant or lender to, or an investor in any other on-line or Internet health care related business activity engaged manner in, any Person who or conducted by which is directly engaged in the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activityBusiness. Notwithstanding anything in the foregoing provisions of this Section 2(a) to the contrary6.9, the Covenantee shall Seller may own, solely as an investment, securities if the Seller (A) is not be prohibited from participatingan Affiliate of the issuer of such securities and (B) does not, directly or indirectly, beneficially own more than 5%, in any activity or business (i) with Internet operations outside the health care fieldsaggregate, including but not limited to companies providing of the class of which securities are a part. The Seller acknowledges and agrees that the limitations imposed by this non-health care goods 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 services through other business interest of the Internet Purchaser. If any court of competent jurisdiction determines that any of such covenants, provisions, or providing e-commerce services portions of the Agreement, or content any part thereof, are unenforceable and invalid, then (a) the validity and enforceability of any remaining covenants, provisions or portions thereof shall not be affected by such determination, (b) those of such covenants, provisions, or portions that is not a Competitive Business; are determined to be unenforceable because of the duration or scope thereof shall be severed and/or reformed by the court to reduce there duration or scope so as to render the same enforceable against Seller, and (iic) related to health care servicesall remaining covenants, other than on-line or Internet-based or related businesses. Notwithstanding anything herein provisions, portions and terms of the Agreement shall be valid and enforceable to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisefullest extent permitted by law.

Non-Competition. In connection with i. During the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will the Executive shall not, directly or indirectly through an intermediary, without the express written consent of the ParentCompany, directly (A) solicit or indirectly, anywhere in encourage any client or customer of the United States Employer or Canada, engage in any activity which isCompany Affiliate, or participate any person or invest entity who was a client or 5 customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Employer or any Company Affiliate any existing business arrangements with the Employer or any Company Affiliate or to transfer existing business from the Employer or any Company Affiliate to any other person or entity, or (B) be engaged by, or have a financial or any other interest in, any corporation, firm, partnership, proprietorship or provide other business entity or facilitate the provision of financing toenterprise, or assist (whether as ownera principal, part-owneragent, shareholder, member, partneremployee, director, officer, trustee, employee, agent or consultant, stockholder, partner or in any other capacity), any business, organization or person other than which (x) competes with the Parent (Employer or any subsidiary Company Affiliate or affiliate of (y) is a financial institution which currently has a material relationship with, or interests adverse to, the Parent), whose business, activities, products Employer or services are directly competitive any Company Affiliate and the Executive’s role with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment such financial institution could involve such institution’s relationship with the Parent terminates and over which Employer or Company Affiliate or the Covenantee has had responsibility and which are Employer’s or Company Affiliate’s investments, or (C) own an interest in the Parent's Field of Interest any entity described in subsection (each a "Competitive Business")B) immediately above; provided provided, however, that the Covenantee shall be permitted to be employed by an Executive may own, as a passive investor, securities of any such entity which operates an ancillary business in the Parent's Field of Interest that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the Covenantee is aggregate constitute more than 5% of the voting power of such entity and does not involved otherwise violate any Employer or Company Affiliate policy applicable to the Executive. The Executive agrees that, except with the consent of the Employer, before providing services, whether as an employee or consultant, to any entity described in such ancillary business. For purposes subsection (B) above during the Non-Compete Period, the Executive will provide a copy of this Section 2(a)Agreement to such entity, and such entity shall acknowledge to the Parent's "Field Employer in writing that it has read this Agreement. The Executive’s provision of Interest" a copy of this Agreement to a financial services entity during the Non-Compete Period, as required by the preceding sentence, shall consist not constitute a violation of the developmentExecutive’s confidentiality obligations under this Section 7. The Executive acknowledges that this covenant has a unique, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical very substantial and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only immeasurable value to the extent Employer and Company Affiliates, that the Covenantee Executive has had responsibility over sufficient assets and skills to provide a livelihood for the Executive while such business activity. Notwithstanding anything covenant remains in this Section 2(a) to force and that, as a result of the contrary, the Covenantee shall not be prohibited from participating, directly or indirectlyforegoing, in any activity or business (i) with Internet operations outside the health care fieldsevent that the Executive breaches such covenant, including but not limited to companies providing non-health care goods or services through monetary damages would be an insufficient remedy for the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) Employer and equitable enforcement of the equity of such enterprisecovenant would be proper.

Non-Competition. In connection with view of the acquisition unique and valuable services it is expected Consultant will render to the Company, Consultant's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company by Parent pursuant and its customers and suppliers and similar knowledge regarding the Company it is expected Consultant will obtain, and in consideration of the compensation to be received hereunder and of the shares of Company';s stock being sold to Consultant, Consultant agrees that he will not "Participate in" (hereinafter defined in this Section 6) any other business or organization, if such business or organization is now or shall then be competing with or of a nature similar to the terms business of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessCompany. For purposes The provisions of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall 6 will not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but deemed breached merely because Consultant owns not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less more than five percent (5%) of the equity outstanding common stock of a competing corporation if, at the time of its acquisition by Consultant, such enterprisestock is listed on a New York Stock Exchange, American Stock Exchange, or a regional securities exchange, is reported on NASDAQ or NMS, or is regularly traded in the over-the-counter market by a member of a national securities exchange. The term "Participant in" shall mean: "directly or indirectly, for his own benefit or for, with, or through any other person, firm, or corporation, own, manage, operates, control, loan money to, or participate in the ownership, management, operation, or control of, or be connected as a director, officer, employee, partner, consultant, agent, independent contractor, or otherwise with, or acquiesce in the use of his name in." Consultant will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, customers, or employees. For a two (2) year period after the termination of this Agreement, Consultant will not directly or indirectly employ any person who was an officer of the Company within a period of one (1) year after such person leaves the employ of the Company. Since a breach of the provisions of this Section 6 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith. Consultant agrees that the provisions of this Section are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 6 shall be deemed to be invalid, illegal, or enforceable by reason of the extent, duration, or geographical scope hereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during (a) During the period commencing on the date hereof Closing Date and ending on four (4) years after the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")Closing Date, he will Sellers shall not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing and shall cause their Affiliates not to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business capacity (i) develop, construct, lease, own, manage, operate or control any Prohibited Business that is located within the Territory, (ii) manage or provide management or consulting services to, or participate in the management or control of, any Person with Internet operations outside respect to the health care fieldsdevelopment, including but construction, ownership or operation of any Prohibited Business that is located within the Territory, or (iii) own a financial interest in, or lend money to, any Person that engages in any of the activities described in clauses (i) and (ii), above; provided, however, that Sellers may (x) acquire a Person that engages in the Prohibited Business, among other activities of such Person, in the Territory, provided that such Person’s EBITDA from the conduct of such Prohibited Business in the Territory does not limited exceed 10% of its total EBITDA for the completed portion of its then current fiscal year and the full fiscal year immediately prior to companies providing non-health care goods such acquisition, and (y) enter into, at arm’s length, any bona fide joint venture (or services through partnership or other business arrangement) for the Internet development or providing e-commerce services or content operation of a business that is not a Competitive BusinessProhibited Business in the Territory with any Person who is not directly engaged in the Prohibited Business in the Territory but which is an Affiliate of another Person engaged in the Prohibited Business in the Territory; provided, further, that nothing contained in this Section 10.8 shall prohibit or (ii) related otherwise restrict Sellers’ current or future operation of inpatient rehabilitation facilities. In the event that Sellers or their Affiliates complete a transaction described in Section 10.8(a)(x), Sellers or their Affiliates shall offer the acquired Prohibited Business in the Territory to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein LifeCare at a purchase price equal to the contrary, greater of fair market value or the Covenantee may make passive investments in any enterprise purchase price allocated to the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise.Prohibited Business in

Non-Competition. In connection with Each of Jxxxxx, Ritchie, Grover, Bxxxxxxx and Cxxxxx acknowledges that in order to help assure Purchaser that the acquisition Company will retain the value of the Company by Parent pursuant as a “going concern,” he or she agrees not to the terms utilize his or her special knowledge of the Merger AgreementBusiness and his or her relationships with customers, prospective customers, suppliers and others or otherwise to compete with the Covenantee hereby agrees that during Company in the Business for a one-year period commencing on the date hereof and ending Closing Date (subject to the extension provisions in Section 7(a) hereof). During the one-year period commencing on the second anniversary of Closing Date (subject to the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"extension provisions in Section 7(a) hereof), he will each such Principal Stockholder named in this Section 1(a) shall not, without the express written consent and shall not permit any of the Parenthis or her respective employees, agents or others under his or her control, directly or indirectly, on behalf of such Principal Stockholder or any other Person, to engage or have an interest, anywhere in the United States world in which the Company conducts business or Canadamarkets or sells its products as of the Closing Date, engage alone or in any activity which isassociation with others, or participate or invest inas principal, or provide or facilitate the provision of financing toofficer, or assist (whether as owneragent, part-owner, shareholder, member, partneremployee, director, officerpartner or stockholder (except as an owner of two percent or less of the stock of any company listed on a national securities exchange or traded in the over-the-counter market), trusteewhether through the investment of capital, employeelending of money or property, agent rendering of services or consultantcapital, or otherwise, in any other capacityCompetitive Business. During the one-year period commencing on the Closing Date (subject to the extension provisions in Section 7(a) hereof), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything Principal Stockholder named in this Section 2(a1(a) to the contraryshall not, the Covenantee and shall not be prohibited from participatingpermit any of his or her respective employees, agents or others under their control, directly or indirectly, in on behalf of him or her or any activity other Person, to accept Competitive Business from, or business solicit the Competitive Business of any Person who at Closing is a customer of the Business conducted by the Company, or, to such Principal Stockholder’s knowledge, is a customer of the Business conducted by the Company at any time during such one-year period commencing on the Closing Date (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein subject to the contrary, the Covenantee may make passive investments extension provisions in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%Section 7(a) of the equity of such enterprisehereof).

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on Until two (2) years after the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")hereof, he will Xxxxxxxx shall not, without the express written consent of the Parent, directly or indirectly, anywhere without the prior written consent of Pharsight, (i) own, manage, operate, join, control, finance or participate in the United States ownership, management, operation, control or Canadafinancing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant, licensor or otherwise with, any business or enterprise engaged in any business which is competitive with the business of the Company, within each of the geographical units which are listed in Appendix A hereto (the "Territory"), or (ii) engage in any activity which isother manner, or participate or invest inwithin the Territory, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than business which is competitive with the Parent (or any subsidiary or affiliate business of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessCompany. For the purposes of this Section 2(a)3, the Parent's "Field business of Interestthe Company" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activitybe defined as set forth in Appendix B hereto. Notwithstanding anything in this Section 2(a) to the contraryabove, the Covenantee Xxxxxxxx shall not be prohibited from participating, deemed to be engaged directly or indirectly, indirectly in any activity or business in contravention of subparagraphs (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related above, if: (x) Xxxxxxxx participates in any such business solely as a passive investor in up to health care services, other than on-line 1% of the equity securities of a company or Internet-based or related businesses. Notwithstanding anything herein to the contrarypartnership, the Covenantee may make passive investments in any enterprise the shares securities of which are publicly traded if traded; (y) Xxxxxxxx is employed by a business or enterprise that is engaged primarily in a business other than the business of the Company and Xxxxxxxx takes scrupulous care not to and does in fact not apply his expertise at such investment constitutes less than five percent business or enterprise to that part of such business or enterprise that is or could be competitive with the business of the Company; or (5%z) Xxxxxxxx is employed by a large multi-divisional business, one or more divisions of which compete with the Company's business, and Xxxxxxxx takes scrupulous care not to and does in fact not consult with or otherwise apply his expertise at such division(s) of business which compete with the equity of such enterpriseCompany's business.

Non-Competition. In connection with the acquisition consideration of the Company covenants given by Parent pursuant to Purchaser herein, Centerpulse AG agrees that, for a period of two years after the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Closing Date (the "Non-Compete Competition Period"), he will notneither Centerpulse AG nor any Person controlled by Centerpulse AG will: (a) own, without the express written consent of the Parent, directly control or indirectly, anywhere operate an entity that is in the United States business of developing, manufacturing, distributing or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate selling vascular grafts (the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided provided, however, that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee foregoing shall not be prohibited prohibit Seller or any Person controlled by Seller from participating(i) acquiring, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Seller and its Affiliates do not, in the aggregate, own more than 5% of any activity class of securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business (x) having not more than 25% of its gross revenues attributable to a Competitive Business, or (y) having more than 25% of its gross revenues attributable to a Competitive Business, so long as, with respect to such Diversified Company or business (i) with Internet operations outside acquired that shall have derived more than 25% of its gross revenues from a Competitive Business, Seller shall have divested itself within 12 months of its acquisition of such Diversified Company of the health care fields, including but not limited to companies providing non-health care goods or services through assets of such Diversified Company that constitute the Internet or providing e-commerce services or content that is not a Competitive Business; or (iib) related either on its own account or in conjunction with or on behalf of any other person, in connection with any Competitive Business, endeavor to health care services, other than on-line entice away from any of the Target Companies or Internet-based Related Companies any person who as at the date of this Agreement is (or related businesses. Notwithstanding anything herein within the one year period prior to the contrary, the Covenantee may make passive investments in any enterprise the shares date of which are publicly traded if such investment constitutes less than five percent (5%this Agreement has been) a client or customer of the equity Grafts Business; or (c) either on its own account or in conjunction with or on behalf of such enterpriseany other person, in connection with any Competitive Business solicit or endeavor to entice away any person who at the date of this Agreement is an officer, manager, senior employee agent or consultant of any of the Target Companies or Related Companies; provided, however, that in the case of the Related Companies this restriction shall only apply in relation to those officers, managers, senior employees, agents or consultants engaged in the Grafts Business.

Non-Competition. In connection with the acquisition of While employed by the Company by Parent pursuant to the terms and for a period of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason one (1) year thereafter (the "Non-Compete Restricted Period"), he will the Employee shall not, without the express written consent of the Parent, directly or indirectly, enter into the employment of, render any services to, engage, manage, operate, join, or own, or otherwise offer other assistance to or participate in, as an officer, director, employee, principal, agent, proprietor, representative, stockholder, partner, associate, consultant, sole proprietor or otherwise, any person that, directly or indirectly, is engaged in the Business anywhere in the United States or CanadaRestricted Area (as hereinafter defined). Notwithstanding the foregoing, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist Employee may own up to two percent (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate 2%) of the Parent), whose business, activities, products outstanding stock of a publicly held corporation which constitutes or services are directly competitive is affiliated with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are entity that is engaged in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest Business so long as the Covenantee Employee is not involved in an officer, director, employee or consultant or otherwise maintains voting control, whether by contract or otherwise, of such ancillary businessentity, and Employee may be a passive owner of Series B Preferred Stock of the Parent and any underlying common stock into which such Series B Preferred Stock is convertible or any other shares of common stock of the Parent or securities convertible into or exercisable for shares of common stock of the Parent. For purposes of this Section 2(a)7, "Restricted Area" means the U.S. U.S. possession and territory or where the Company, Parent or any of their affiliates has conducted or proposes to conduct business or offers any services or any other jurisdiction in or to which the Company, Parent or any of their affiliates has conducted or proposes to conduct any business or offers any services. For purposes of this Section 7, "Business" means the business of the Company as described in the recitals to this Agreement, the Parent's "Field of Interest" shall consist actual business of the developmentCompany, implementation Parent or sale any of on-line their respective affiliates as conducted at any time during the Term or Internet marketing or advertising programs any business as proposed to pharmaceutical and other healthcare organizations and be conducted, including without limitation any other on-line or Internet health care related anticipated business activity engaged in, or conducted considered by the Board towards which the Company, Parent or its subsidiaries any affiliates thereof has taken material steps or affiliates on the date the Covenantee's employment with the Parent terminates, but only incurred material expenditures in furtherance thereof prior to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprisetermination date.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby Each Shareholder agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Noncompete Period"), he will he, she or it shall not, without the express written consent of the Parent, directly or indirectly, anywhere (i) enter into, engage in, consult, manage or otherwise participate in the United States operation of any business which competes with the businesses of the Companies as conducted during any portion of the Xxxx Ownership Period through the Closing Date (the “Current Businesses”) within the Restricted Territory; (ii) solicit, divert, entice or Canadaotherwise take away any customers, engage in any activity which isprospective customers, business, cooperative associations, patronage or orders of the Companies with respect to the Current Businesses, or participate or invest inattempt to do so; (iii) solicit orders for, broker, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity)sell, any business, organization coal or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive offered or sold by the Companies in connection with the Current Businesses in competition with, or for any business that competes with, the Current Businesses within the Restricted Territory; or (iv) promote or assist, financially, by providing introductions or making marketing efforts for, or otherwise, any Person engaged in any business which competes with the Current Businesses within the Restricted Territory. Nothing contained in this Section 6.7 shall prohibit (A) any Shareholder from acquiring or holding at any one time a passive investment of less than two percent of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment outstanding shares of capital stock of any publicly traded corporation that may compete with the Parent terminates and over which Companies within the Covenantee has had responsibility and which are in Restricted Territory, (B) the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist continuation of the developmentsurface and current mineral leasing businesses of Xxxx Energy, implementation or sale of on-line or Internet marketing or advertising programs LLC (including with respect to pharmaceutical and other healthcare organizations the Lease Agreements and any other on-line agreement between Xxxx Energy, LLC and Buyer, NACoal or Internet health care related their respective Affiliates, successors or assigns) and the fuel and lube sales and distribution business activity engaged inof Xxxxx Oil Co., Inc., and the ownership, operation and disposition thereof by one or conducted by more of the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminatesShareholders, but in each case only to the extent that the Covenantee has had responsibility over business of such companies does not compete with the Current Businesses, including by not leasing, optioning, purchasing or otherwise controlling surface or mineral interests in lands on or under which the Companies intend to conduct mining-related activities within five (5) years in Xxxxxx County, Alabama, Jefferson County, Alabama or Tuscaloosa County, Alabama, (C) subject to the immediately preceding clause (B), the employment of the Beneficiaries by Xxxx Energy, LLC or Xxxxx Oil Co., Inc., (D) the execution, delivery and performance of the Consulting Agreement, (E) any Beneficiary from being a consultant to Xxxxxx Xxxxxxxx solely with respect to blasting litigation expertise, or (F) any Shareholder from entering into, engaging in, consulting, managing or otherwise participating in the operation of any business activitythat serves solely as an equipment vendor, including to companies in the coal mining industry. Notwithstanding anything Section 6.7(a)(B), if the Shareholders desire to lease, option, purchase or control any such surface or mineral interests in this Section 2(a) to the contrarysuch lands, the Covenantee Shareholders’ Representative may request in writing to Buyer such desire and, in the event that Buyer does not intend to conduct mining-related activities on or under such lands within five (5) years of Shareholders’ written request, Buyer shall not be prohibited prevent Shareholders from participatingleasing, directly optioning, purchasing or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if controlling such investment constitutes less than five percent (5%) of the equity of such enterpriselands.

Non-Competition. The Executive acknowledges that his services to be rendered hereunder are of a special and unusual character and have a unique value to the Company, the loss of which cannot be adequately compensated by damages in any court of law. In connection with the acquisition view of the Company by Parent pursuant unique value to the terms Company of the Merger Agreementservices of the Executive, the Covenantee Executive hereby covenants and agrees that during so long as he remains employed by the Company (whether under this agreement or any other written or oral agreement or arrangement) and for a period commencing on of up to one (1) year after the date hereof and ending on the second anniversary termination or expiration of the date on which the Covenantee's any such employment with the Parent and its subsidiaries and affiliates terminates for any reason (specified in Section 9 Paragraph C, the "Non-Compete Period"Executive shall not directly or indirectly engage in or have an active interest in, anywhere in the world, alone or in association with others, as principal, officer, agent, executive, consultant, independent contractor, director, partner or stockholder, or through the investment of capital, lending of money or property, rendering of services, or otherwise, any business directly competitive with the business engaged in by the Company, the Executive hereby acknowledging that the Company conducts business and distributes its products, or contemplates conducting business and distributing its product(s), he will on a worldwide basis; provided, however, that this Section 7 shall not prevent the Executive from acquiring, solely as investment and through market purchases, up to ten percent (10%) of the securities of any issuer that are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System. The business in which the Company is engaged and from which the Executive shall refrain from engaging in following the termination of his employment shall be specified in Exhibit E to this Agreement. The description of the Company's business shall be revised as often as necessary, (but not less than every six (6) months) to reflect the scope and nature of the Company's business from time to time, and such revisions to Exhibit E shall be the responsibility of the Executive and of the Chief Executive Officer of the Company, as approved by the Board of Directors. So long as Executive remains employed by the Company (whether under this Agreement or any other written or oral agreement or arrangement) and for a period of one (1) year after the termination or expiration of any such employment for any reason, the Executive shall not, without the express written consent and shall not permit, cause or authorize any of the Parenthis executives, agents or others under his control to, directly or indirectly, anywhere in the United States on behalf of himself or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity)person, to recruit or otherwise solicit or induce any businessperson who is an executive of; or otherwise engaged by, organization or person other than the Parent (Company or any subsidiary successor to the business of the company or any affiliate of the Parent), whose business, activities, products Company to terminate his or services are directly competitive with any of the business, activities, products her employment or services conducted by the Parent on the date the Covenantee's employment other relationship with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in Company or such ancillary businesssuccessor or affiliate. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee The Executive shall not be prohibited from participatingat any time, directly or indirectly, use or purport to authorize any person to use any name, mark, logo, trade dress or other identifying words ox xxages which are the same as or similar to those used at any time by the Company or any affiliate in connection with any activity product or service, whether or not such use would be in a business (i) competitive with Internet operations outside that of the health care fieldsCompany. This Restrictive Covenant on the part of the Executive is given and made by the Executive to induce MegaMedia to employ the Executive and to enter into this Employment Agreement with the Executive, and the Executive hereby acknowledges the sufficiency of the consideration for this Restrictive Covenant. This Restrictive Covenant is not executory or otherwise subject to rejection under the Bankruptcy Code. This Restrictive Covenant is a reasonable an necessary restraint of trade and does not violate the Sherman Antitrust Act, the Florida Antitrust Act, or xxx xxmmon law; it is supported by valid business interests, including but not limited the protection of MegaMedia trade secrets and confidential business information and the protection of MegaMedia's relationships with its customers and prospective customers, and the one (1) year restriction is essential to companies providing the full protection of those valid business interests. If any portion of this Restrictive Covenant is held by a court of competent jurisdiction to be unreasonable, arbitrary, or against public policy for any reason, this Restrictive Covenant shall be considered divisible as to line of business, time, and geographic area; if a court of competent jurisdiction should determine the specified lines of business, the specified period, or the specified geographic area to be unreasonable, arbitrary, or against public policy for any reason, a narrower line of business, a lesser period, or a smaller geographic area that is determined to be reasonable, non-health care goods or services through arbitrary, and not against public policy for any reason, may be enforced by MegaMedia against the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseExecutive.

Non-Competition. (a) In connection with the acquisition view of the Company unique and valuable services expected to be rendered by Parent pursuant Executive to TRMG and the Company, Executive’s knowledge of the trade secrets and other proprietary information relating to the terms business of TRMG and the Company and in consideration of the Merger Agreementcompensation to be received hereunder, the Covenantee hereby Executive agrees that that, during his employment by TRMG and during the period commencing on the date hereof and ending on the second anniversary longer of the date on which the Covenantee's (i) any applicable Severance Period or (ii) 12 months following termination of Executive’s employment with the Parent and its subsidiaries and affiliates terminates for any reason (as applicable, the "“Non-Compete Competition Period"”), he . Executive will not, whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-ownerprincipal, partner, member, shareholder, memberindependent contractor, partner, director, officer, trustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity)capacity whatsoever, alone, or in association with any other person or entity, carry on, be engaged or take part in, or render services (other than services which are generally offered to third parties) or advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any businessperson or entity engaged in the business of owning, organization operating, or person other than managing any gaming, gambling, pari-mutuel, wagering, thoroughbred or dog racing, video lottery terminal, or lottery-related enterprise or facility or any additional business activities undertaken by TRMG or the Parent Company (or any subsidiary of their subsidiaries) or affiliate of proposed to be undertaken by TRMG or the Parent), whose business, activities, products Company (or services are directly competitive with any of their subsidiaries) and related services (collectively, the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are “Company Business”) anywhere in the Parent's Field states of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a)Connecticut, the Parent's "Field of Interest" shall consist of the developmentColorado, implementation Rhode Island, New Hampshire, Mississippi or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged inMassachusetts, or conducted within 100 miles of any location or facility where TRMG or the Company (or any of their subsidiaries) is engaged in or undertaking, or proposing to engage in or undertake, any Company Business. The record or beneficial ownership by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only Executive of up to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in 1% of any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in class of securities of any enterprise the shares of which corporation whose securities are publicly traded if such investment constitutes less than five percent (5%) on a national securities exchange or in the over-the-counter market will not of the equity of such enterpriseitself constitute a breach hereunder.

Non-Competition. In connection Employee acknowledges that during the course of Employee’s employment with the acquisition Company, its subsidiaries, and affiliates, Employee will become familiar with the Company’s trade secrets and Confidential Information, that Employee will represent, embody, and benefit from the goodwill of the Company by Parent pursuant in Employee’s dealings with others, and that Employee’s services will be of special, unique, and extraordinary value to the terms of Company, and, therefore, and as a further material inducement for the Merger AgreementCompany to continue to employ Employee, the Covenantee hereby Employee agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's Employee’s employment with the Parent Company and its subsidiaries and affiliates terminates for the twelve (12) month period following the end of Employee’s employment (regardless of whether Employee resigns or is terminated, or the reason for any reason such resignation or termination) (the "“Non-Compete Competition Restricted Period"”), he will Employee shall not, without the express written consent approval from the board of directors of the ParentCompany in the case of the CEO, or the CEO in the case of any other officer of the Company, directly or indirectly: (i) own any equity or other ownership interest in any Competing Business (as defined below), anywhere (ii) manage, operate, finance, or control a Competing Business, (iii) serve in a similar role or function as that which Employee performed for the United States Company for the twenty-four (24) months immediately preceding Employee’s resignation or Canada, termination from the Company (whether prior to the execution of this Agreement or after the execution of this Agreement) for a Competing Business or (iv) engage in any activity which isduties for, or participate or invest inconsult with, advise, or provide services or facilitate products to a Competing Business; provided, however, that nothing in this Agreement shall preclude Employee from investing Employee’s personal assets in the securities of any Competing Business if such securities are traded on a #1201222v2 national stock exchange or in the over-the-counter market and if such investment does not result in Employee beneficially owning, at any time, more than two percent (2%) of such Competing Business. As used in this Agreement, “Competing Business” means any business that is engaged in direct competition with the Company for the provision of financing toservices, technology, and solutions to the oil and gas industry that are the same or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or substantially similar to those then being provided by the Company; provided that Employee shall be restricted from engaging in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but foregoing activities only to the extent reasonably necessary to protect the Covenantee has had responsibility over such legitimate business activity. Notwithstanding anything in this Section 2(a) to interests of the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fieldsCompany Entities, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care servicescustomer goodwill, trade secrets, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to Confidential Information, and the contraryCompany Entities’ relationship with customers, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseclients, and investors.

Non-Competition. In connection with the acquisition For a period of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period five (5) years commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete “Restricted Period"”), he will SpinCo shall not, without the express written consent of the Parent, directly or indirectly, anywhere through one or more of its Subsidiaries or otherwise: (i) engage in or assist others in engaging in the United States Restricted Business in the Territory; (ii) have an equity or Canada, engage other ownership interest in any activity which isPerson (other than the Buyer or its Affiliates) that engages directly or indirectly in the Restricted Business in the Territory in any capacity, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether including as owner, part-ownera partner, shareholder, member, partneragent, director, officer, trustee, employee, agent trustee or consultant; (iii) solicit or accept the business of any actual or prospective client or customer of DG or the Restricted Business (including any existing or former client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business and any Person that becomes a client or customer of DG, the Buyer or any of their respective Subsidiaries or the Restricted Business after the date hereof), or in any other capacity)Person who has a material business relationship with DG, any business, organization or person other than the Parent (Buyer or any subsidiary of their respective Subsidiaries or affiliate of the Parent)Restricted Business, whose business, activities, to purchase products or services are directly competitive with the Restricted Business; or (iv) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the businessRestricted Business (including any existing or former client, activitiescustomer, products supplier or services conducted by licensor of DG, the Parent on Buyer or any of their respective Subsidiaries as it relates to the Restricted Business and any Person that becomes a client, customer, supplier or licensor of DG, the Buyer or any of their respective Subsidiaries as it relates to the Restricted Business after the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(ahereof), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line Person who has a material business relationship with DG, the Buyer or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only any of their respective Subsidiaries as it relates to the extent the Covenantee has had responsibility over Restricted Business, to terminate or modify any such business activityactual or prospective relationship. Notwithstanding anything in this Section 2(a) to the contraryforegoing, the Covenantee shall not be prohibited from participatingSpinCo may own, directly or indirectly, in solely as an investment, equity securities of any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that Person traded on any national securities exchange if SpinCo is not a Competitive Business; controlling Person of, or (ii) related to health care servicesa member of a group which controls, other than on-line such Person and does not, directly or Internet-based or related businesses. Notwithstanding anything herein to the contraryindirectly, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than own five percent (5%) or more of the any class of equity securities of such enterprisePerson.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant Subject to the terms next sentence of the Merger Agreementthis Section 8(a), the Covenantee hereby agrees that during the period commencing on the date hereof Effective Date and ending on the second anniversary date that is twelve (12) months following the end of the date on Term (such period, which will be extended by the Covenantee's employment with amount of time during which Executive is in violation of any provision of this Section 8, the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete “Restricted Period"”), he Executive will notnot engage in, without manage, operate, finance, control or participate in the express written consent of the Parentownership, management or financing or control of, become employed by, or become affiliated or associated with, directly or indirectly, anywhere whether as an officer, director, shareholder, owner, co-owner, affiliate, partner, agent, representative, consultant, independent contractor or advisor, or otherwise render services or advice to, guarantee any obligation of, or acquire or hold (of record, beneficially or otherwise) any direct or indirect interest in a business that sells or provides products or services that are the same as the products or specialized services (provided that such “specialized services” shall not include those services which would unreasonably restrict Executive from utilizing Executive’s education and expertise in future employment, as long as such employment and specialized services are not competitive with the Company or any of its subsidiaries) sold or provided by the Company or its subsidiaries at any time while Executive is an employee or director of the Company (a “Competitor”); provided, however, that Executive may own, as a passive investment, shares of capital stock of any Competitor if (A) such shares are listed on a national securities exchange or traded on a national market system in the United States or CanadaStates, engage in any activity which is(B) Executive, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive together with any of the businessExecutive’s affiliates and Executive’s immediate family members (which shall mean Executive’s wife and direct lineal descendants, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee but shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(ainclude any other blood relative), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, owns beneficially (directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity total number of shares of such enterpriseentity’s issued and outstanding capital stock, and (C) neither Executive nor any of Executive’s affiliates is otherwise associated directly or indirectly with such Competitor or any of its affiliates. During the Term, Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the Company business (“Company Opportunities”). Unless approved by the Board or the Board does not pursue a Company Opportunity within thirty (30) days of submission by Executive, Executive shall not accept or pursue, directly or indirectly, any Company Opportunities on Executive’s own behalf.

Non-Competition. In connection with The Company shall disclose to the acquisition Executive, or place the Executive in a position to have access to or to develop, trade secrets or confidential information of the Company by Parent pursuant or its Affiliates; and/or shall entrust the Executive with business opportunities of the Company or its Affiliates; and/or shall place the Executive in a position to develop business good will on behalf of the Company or its Affiliates. As part of the consideration for the compensation and benefits to be paid to the terms Executive hereunder, to protect the trade secrets and confidential information of the Merger Company or its Affiliates that have been and will in the future be disclosed or entrusted to the Executive, the business good will of the Company or its Affiliates that has been and will in the future be developed in the Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to the Executive by the Company or its subsidiaries or affiliates; and as an additional incentive for the Company to enter into this Agreement, the Covenantee hereby Executive agrees that during to the non-competition obligations hereunder. During the Employment Term (other than in connection with performing services for the Company or its Affiliates) and, in the event of a Severance Termination (other than a termination in accordance with Section 4.3.4) or in the event of any other termination of the Executive’s employment whereby the Board elects to pay the Restrictive Covenant Compensation in accordance with Section 4.5 hereof, for the one year period commencing beginning on the date hereof and ending on Termination Date, the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for Executive shall not personally in any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parentmanner, directly or indirectly, anywhere in the United States through any person, firm or Canadacorporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing tobe engaged, or assist (whether as ownerany other person, part-ownerfirm, shareholdercorporation or enterprise in engaging or being engaged, member, partner, director, officer, trustee, employee, agent or consultant, or in Property Business in any other capacity)of Bermuda, any businessLondon, organization England or person other than the Parent (New York, New Jersey or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary businessConnecticut. For purposes of this Section 2(a)Agreement, the Parent's "Field of Interest" “Property Business” shall consist mean any property coverages of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted type underwritten by the Parent Company or any of its subsidiaries Affiliates as a reinsurer or affiliates on retrocessionaire during the date the Covenantee's employment with the Parent terminates, but only Employment Term. Anything to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrarycontrary notwithstanding, the Covenantee it shall not be prohibited from participating, directly or indirectly, in any activity or business a violation of this Section 5.2 for the Executive to (i) with Internet operations outside the health care fieldsown or acquire less than 5% of a publicly-traded entity or 1% of a private entity, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line serve as a member of the board of directors or Internet-based or related businesses. Notwithstanding anything herein on the advisory board of any entity on which the Executive was serving prior to the contraryTermination Date or (iii) provide services to a subsidiary, division or affiliate of a business or entity engaged in the Covenantee may make passive investments Property Business if (a) such subsidiary, division or affiliate is not itself engaged in any enterprise the shares of which are publicly traded if Property Business, and (b) such investment constitutes less than five percent (5%) business’ or entity’s Property Business is not materially competitive with the Property Business of the equity Company or any of such enterpriseits Affiliates.

Non-Competition. In connection with the acquisition of the Company consideration for Executive's employment by Parent pursuant to the terms of the Merger AgreementSunshine hereunder, the Covenantee various rights conferred on Executive under this Agreement and the rights and benefits conferred on Executive under the Stock Purchase Agreement and the Related Documents and Certificates (as defined in the Stock Purchase Agreement), Executive hereby covenants and agrees that during the Employment Term, and for a period commencing on of 36 months following the date hereof and ending on the second anniversary of any termination or expiration of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates Employment Term, for any reason (the "Non-Compete Period")whatever reason, he will shall not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States whether by through or Canadaas an officer, engage in any activity which isdirector, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, memberstockholder, partner, director, officer, trusteeowner, employee, agent or consultantcreditor, or otherwise, be engaged in any other capacity)commercial activities or pursuits whatsoever which may in any way be in competition or conflict with the business of Sunshine or JBSS (including without limitation the manufacturing, processing and marketing of nuts and other snack food items) in any market or geographic area in which Sunshine or JBSS is then doing business. Executive further covenants and agrees that during the Employment Term, organization and for a period of 36 months following the date of any expiration or person other than the Parent (or any subsidiary or affiliate termination of the Parent)Employment Term for any reason whatsoever, whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee he shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingnot, directly or indirectly, in on his own behalf or on behalf of any activity other person, firm or business (i) with Internet operations outside corporation, pursue any party which was a customer of Sunshine and/or JBSS as of such termination or expiration or at any time within the health care fields24-month period preceding the date of termination or expiration for the purpose of soliciting and/or providing to any of those customers any products, including goods, or services of the nature and type sold by either Sunshine or JBSS. For purposes of the preceding sentence, a "customer of Sunshine or JBSS" includes, but is not limited to companies providing non-health care to, (a) any person, firm or corporation which Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns has actually contacted for the purpose of obtaining an order for its products, goods or services through and which any of Sunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns, at the Internet time of the expiration or providing etermination of the Employment Term or at any time within the 24-commerce services month period preceding such termination or content that expiration, is not a Competitive Business; or was pursuing by regular contacts with such person, and (iib) related to health care servicesany person, other than on-line firm or Internet-based corporation specifically identified by Sunshine, JBSS or related businesses. Notwithstanding anything herein to the contraryany of their respective affiliates, the Covenantee may make passive investments predecessors, successors or assigns in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) their respective marketing or strategic plans as a target for solicitation of the equity orders for products, goods or services of such enterpriseSunshine, JBSS or any of their respective affiliates, predecessors, successors or assigns.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's During your employment with the Parent Group and its subsidiaries and affiliates terminates for any reason a period of two (2) years thereafter (the "Non-Compete “Restricted Period"”), he you will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canadawhether as an employee, engage in any activity which isofficer, director, consultant, owner, manager, advisor, investor, or participate otherwise, within any city in which (a) the Company or invest inthe Group maintains an office with respect to which you provided services or about which you received or developed Proprietary Information; or (b) a Protected Customer is located, do any of the following: (i) render advice or provide or facilitate the provision of financing services to, or assist (whether as ownerotherwise assist, part-ownerany person, shareholder, member, partner, director, officer, trustee, employee, agent or consultantassociation, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee who is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingengaged, directly or indirectly, in the Restricted Business; (ii) hold a 2.5% or greater equity, voting or profit participation interest in any activity person, association, or entity who is engaged, directly or indirectly, in the Restricted Business or (iii) carry on or be in any way engaged, concerned or interested in or have business (i) dealings with Internet operations outside the health care fieldsRestricted Business. For purposes of this section, including but not limited to companies providing non-health care goods “Restricted Business” means the business of researching into, developing, manufacturing, distributing, selling, supplying or otherwise dealing with Restricted Products. “Restricted Products” means products or services through that are of the Internet same or providing e-commerce materially similar kind as the products or services researched into, developed, manufactured, distributed, sold or content supplied by the Group and with which you were directly connected during your employment with the Company (including, if applicable, any period of employment with the Company’s predecessor), or about which you have received or developed Proprietary Information by reason of your employment with the Company or its predecessor. Notwithstanding the foregoing, with prior written consent from the Company, you may accept employment or otherwise be engaged in or involved with a competitor of the Group that has multiple lines of business provided that, during the Restricted Period, you are employed by a business unit of such competitor that is not engaged or otherwise involved with the Restricted Business. Nothing contained in this Section 7 shall prohibit you from owning of a Competitive Business; or (ii) related to health care services, other passive investment interest of not more than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments 2.5% in any enterprise the shares of which are a company with publicly traded if such investment constitutes less than five percent (5%) equity securities, and whether on your own behalf or on behalf of others. You agree that the equity Restricted Period shall be extended by a period equal the length of such enterpriseany violation of this Section 7.3.

Non-Competition. In connection with For a period of five (5) years from the acquisition of the Company Closing Date, except as Buyer may otherwise consent in writing, neither Seller, Xxxx Xxxxxxxxxx or any business owned by Parent pursuant to the terms of the Merger Agreementor controlled by Xxxx Xxxxxxxxxx (including without limitation Transfer Online, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the ParentInc.) shall, directly or indirectly, anywhere in the United States or Canadaas a principal, engage in any activity which isagent, or participate or invest inpartner, or provide or facilitate the provision of financing to, or assist (whether as owner, part-ownermember, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, independent contractor, or otherwise: (i) own, develop, manage, operate, control or otherwise be in any other capacitymanner affiliated or connected with, or engage or participate in the ownership, development, management, operation or control of (as independent contractor, or otherwise), any business, organization business or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary as one of its business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingactivities competes, directly or indirectly, with Buyer in any activity connection with the operation of a trading platform for sales or business resales of securities anywhere in the world; provided, however, (ia) the Seller and Transfer Online, Inc. will have the right to use the Assets pursuant to the license granted in this Agreement with Internet operations outside the health care fieldsSeller’s or Transfer Online Inc.’s current domestic customers, including but not limited which are listed on Schedule F, which shall be provided within 5 days of execution of this Agreement, and (b) Buyer acknowledges its intention and good faith obligation (pursuant to companies providing non-health care goods or services through Section 4.3(d))to joint venture the Internet or providing e-commerce services or content that is not a Competitive Businesstrading platform with Seller in India should Seller introduce an interested party; or (ii) related lend money, loans, make gifts of money or other property, or otherwise lend financial or other assistance in any form to health care servicesany person, firm, association, partnership, venture, corporation or other than on-line business entity who is engaged or Internet-based will within the period prescribed above engage in any of the activities prohibited by clause (i). If Seller breaches or related businessesthreatens to commit a breach of any of the provisions of Section 4.3 (such provisions, the “Restrictive Covenants”), Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Company under law or in equity: The right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, all without the need to post a bond or any other security or to prove any amount of actual damage or that money damages would not provide an adequate remedy, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to Company and that money damages will not provide adequate remedy to Company. If any court determines that any of the Restrictive Covenants, or any part thereof; is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. Seller hereby waives any and all right to attack the validity of the Restrictive Covenants on the grounds of the breadth of their geographic scope or the length of their term. Notwithstanding anything herein any other provision to the contrary, the Covenantee may make passive investments in any enterprise the shares this Section 4.3 shall survive Closing, termination or cancellation of which are publicly traded if such investment constitutes less than this Agreement for a period of five percent (5%) years. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to prevent Xxxx Xxxxxxxxxx or Transfer Online, Inc., from engaging in the ordinary and customary business activities of Transfer Online, Inc. or business activities of a securities transfer agent licensed by the equity of such enterpriseUS Securities and Exchange Commission as a stock registrar and transfer agent.

Non-Competition. In connection with From and after the acquisition Effective Date and continuing for the longer of (i) 12 months following the expiration or termination of this Agreement or (ii) the remainder of the Company by Parent pursuant to the terms Term of the Merger this Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, Employee shall not without the express prior written consent of the ParentBoard (w) become employed by, or undertake to work for, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owneran advisor, part-ownerprincipal, agent, partner, officer, director, employee, shareholder, memberassociate or consultant of or to, partnerany person, directorpartnership, officercorporation or other business entity which is a Major Competitor of Employer in the business of offering, trusteepromoting or syndicating to any person, employeeincluding developers, agent or consultantinvestors, or project sponsors, low income housing tax credits under Section 42 of the Internal Revenue Code or the business of offering, promoting or providing financing for multifamily properties to any person, including the developers, sponsors and owners of such properties, (x) solicit any employee of Employer to change employment or (y) solicit for the purpose of offering, providing or syndicating low-income housing tax credits or offering or providing multifamily debt financing, any client, customer or investor of Employer or any of its subsidiaries which closed (in any capacity) a tax credit or debt financing transaction with Employer or any of its subsidiaries during the thirty-six (36) months preceding Employee’s termination, or (z) disclose proprietary or confidential information of the Employer or its subsidiaries, including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or other capacitysimilar information; provided, however, if Employer terminates Employee without cause under Section 7(a)(i) of this Agreement, or the Employee resigns for good reason under Section 7(b), any business, organization or person other than the Parent clause (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes w) of this Section 2(a)paragraph (a) shall not apply. As used herein “Major Competitor” shall mean Charter Mac and its Affiliates, the Parent's "Field of Interest" shall consist of the developmentGMAC and its Affiliates, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other onperson or entity whose primary business lines include providing multifamily debt financing or low-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only income housing tax credit equity to the extent developers, sponsors and owners of such properties, unless the Covenantee has had responsibility over net worth of such business activity. Notwithstanding anything in this Section 2(aperson or entity (if privately held) to or the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business market capitalization of such company (iif publicly held) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise$200 Million.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger AgreementThe Employee shall not, the Covenantee hereby agrees that at any time during the Employment Term and for a period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Restricted Period"), he will not, without the express written consent ) of the Parentthree (3) years thereafter, directly or indirectly, anywhere in except where specifically contemplated by the United States terms of his employment or Canadathis Agreement, (a) be employed by, engage in any activity which isor participate in the ownership, management, operation or control of, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or act in any advisory or other capacity)capacity for, any businessCompeting Entity which conducts its business within the Territory; PROVIDED, organization or person other than HOWEVER, that notwithstanding the Parent (or foregoing, the Employee may make solely passive investments in any subsidiary or affiliate Competing Entity the common stock of the Parent), whose business, activities, products or services are directly competitive with any which is publicly held and of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee Employee shall not be prohibited from participatingown or control, directly or indirectly, in any activity the aggregate securities which constitute 5% or business (i) with Internet operations outside more of the health care fields, including but not limited to companies providing non-health care goods voting rights or services through the Internet or providing e-commerce services or content that is not a Competitive Businessequity ownership of such Competing Entity; or (iib) related solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to health care servicesdo so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other than on-line or Internet-based or related businesses. Notwithstanding anything herein provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Covenantee Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) [and any Closing Bonus] theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation [and Closing Bonus]; PROVIDED, HOWEVER, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments [and Closing Bonus] pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments [and Closing Bonus] that may make passive investments in any enterprise be required to be so reimbursed by the shares Employee shall be the total of all such lump-sum payments [and Closing Bonus] multiplied by a fraction, the numerator of which are publicly traded if shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such investment constitutes less than five percent (5%) breach of his covenants contained in this Section 13 and the equity denominator of such enterprisewhich shall be the total number of days comprising the Restricted Period.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby Executive agrees that during the Term and the Advisory Period (if any), and for a six month period commencing on following the date hereof and ending on the second anniversary later of the date on which expiration of the Covenantee's employment with Term and, if it commences, the Parent Advisory Period (such period, the “Restriction Period”; the portion of the Restriction Period occurring following the later of the expiration of the Term and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Advisory Period", the “Additional Period”), he will she shall not, without the express written consent of the Parent, directly or indirectly, anywhere own any interest in, manage, control, finance, participate in, consult with, or render any services to any activity or business, for himself or any other person or entity, or affiliate, whether or not for remuneration, direct or indirect, contingent or otherwise, which (i) may result in a conflict of interest or otherwise adversely affect the proper discharge of Executive’s duties with and responsibilities to the Company hereunder or (ii) in any way competes with, or interferes with, any operation of SIIG or any of its subsidiaries (the “Company Group”), provided that this provision shall not prohibit Executive from being a passive owner of not more that 1% of the outstanding stock of any company which is publically traded as long as Executive has no active participation in the United States or Canadabusiness of such company. Anything herein to the contrary notwithstanding, engage in any activity which isit shall not be a violation of this Section 7(a) for Executive to provide services to a subsidiary, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary division or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment a business that competes with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); Company Group provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee such subsidiary, division or affiliate is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participatingitself engaged, directly or indirectly, in competition with the Company Group and Executive does not himself, directly or indirectly, provide services to, or have responsibilities regarding, such business that competes with the Company Group. Subject to the exceptions stated below in this Section 7(a), the Company shall, as compensation for the inconvenience that this non-competition covenant causes Executive during the Additional Period, pay Executive during the Additional Period per month the difference between Executive’s Base Salary paid by the Company at the time of such termination of the employment and the (lower) salary which Executive earns from any new employment or proceeds of any business activity. However, the compensation payable by the Company shall never exceed sixty (60) per cent of Executive’s monthly Base Salary at the time of such termination of the employment nor be paid during a period which exceeds the period of this non-competition covenant during the Additional Period. For the avoidance of doubt, if Executive does not obtain a new employment or is not engaged in any business activity during the Additional Period, the Company shall pay Executive per month sixty (60) per cent of Executive’s monthly Base Salary at the time of such termination of the employment during the period of this non-competition covenant during the Additional Period. Compensation according to this Section 7(a) shall not be paid in case of Executive’s breach of this non-competition covenant. To enable the Company to calculate the appropriate compensation in accordance with this Section 7(a), Executive is obliged to inform the Company in writing of the level of Executive’s current salary from any new employment or proceeds of any business activity. Such written information shall be provided to the General Counsel of the Company, or any person designated thereby, not later than on the 15th day of each month. In the event such written information is not provided in accordance with this Section 7(a), the non-competition covenant shall still apply although the Company shall be released from the obligation to pay compensation for the month in question. Compensation according to this Section 7(a) shall not be paid during any period for which Executive receives severance pay or other corresponding remuneration post-termination from the Company or where the employment is terminated (i) with Internet operations outside the health care fields, including but not limited due to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; Executive’s retirement or (ii) related by the Company due to health care services, other than onExecutive’s material breach of this Agreement. In the event of either party’s termination of Executive’s employment and during such time as the non-line or Internet-based or related businesses. Notwithstanding anything herein to the contrarycompetition covenant remains in force, the Covenantee may make passive investments Company may, subject to one (1) month’s prior written notice, release Executive from the non-competition covenant. In such event, the Company shall be released from the obligation to pay compensation in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseaccordance with this Section 7(a).

Non-Competition. In connection (i) Except with the acquisition of the Company by Parent pursuant respect to the terms performance of Sellers’ obligations under the Merger Transition Agreement, the Covenantee hereby agrees that during the period commencing on from the date hereof and ending on Closing Date until the second anniversary end of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason Milestone Term (the "Non-Compete “Restriction Period"”), he will Sellers shall not, without the express written consent of the Parentand shall ensure that its Affiliates do not, directly or indirectly, anywhere in the United States including through any acquisition, license, partnership, joint venture or Canadadistribution arrangement, engage market, distribute, offer for sale, or sell in any activity country in which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the businessProducts is commercially sold or for which application for marketing authorization has been made, activities, products or services conducted by any plasma-derived antibody-based product intended for the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field treatment of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist any of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and viral infections for which any other on-line or Internet health care related business activity engaged inProduct is intended, or conducted by used, to treat (a “Competing Product”) or knowingly aid or assist any Third Party in doing any of the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fieldsforegoing, including but not limited to companies providing non-health care goods by contacting any Persons who were suppliers, distributors, agents or services through customers of the Internet or providing e-commerce services or content that is not Business for the purpose of soliciting orders in connection with a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businessesCompeting Product. Notwithstanding anything herein to the contrary, nothing in this Section 6.12(a) shall prohibit or restrict the Covenantee may make passive investments in ability of any enterprise the shares of which are publicly traded if such investment constitutes Seller or their Affiliates from beneficially owning less than five percent (5%) of any class of the equity outstanding securities of any publicly-traded Person. If a Seller or any of its controlled Affiliates or any Person that directly or indirectly owns a majority of the voting power of the capital stock of such enterprise.Seller (such Person, a “Parent”) signs a definitive agreement with respect to a merger or acquisition by which it would acquire rights (other than residual financial rights) in a Competing Product at any time during the Restriction Period, then it (or its applicable controlled Affiliate or Parent) shall have nine (9) months from the closing of such definitive agreement to divest itself of such rights in the Competing Product and, during such nine (9)-month period, the sale, marketing or distribution of such Competing Product shall not be in violation of this Section 6.12(a). In the case of divestiture under the preceding sentence, such divestiture can occur by either (x) an outright sale of all rights in the Competing Product to a Third Party or (y) a license to one or more Third Parties of the right to sell, market and distribute such Competing Product so long as such Seller and its Subsidiaries and parent entities only retain residual financial rights with respect to such Competing Product and do not exercise or have the ability to exercise any role or influence in any manner over the conduct of the business of such Competing Product. For the avoidance of doubt, if a Seller enters into a transaction with any Person whereby such Seller undergoes a Change in Control, then the foregoing limitations and requirements of this Section 6.12(a) shall not apply to such acquiring Person or any of its Affiliates other than the applicable Seller and its controlled Affiliates prior to such transaction, nor shall such Seller and its controlled Affiliates be prohibited from entering into intercompany transfers or services with such Person or its other Affiliates as do not relate to a Competing Product. It is further understood and agreed that the remedies at law are inadequate in the case of any breach of this covenant and that the Buyer shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach of such covenant. 50

Non-Competition. (a) In connection with the acquisition view of the Company unique and valuable services expected to be rendered by Parent pursuant Executive to the terms Fairway Group, Executive’s knowledge of the Merger Agreementtrade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Covenantee hereby Company, Executive agrees that during the period commencing on of her employment by the date hereof Company and ending on the second anniversary greater of the date on which the Covenantee's (i) one year following her employment with the Parent and its subsidiaries and affiliates terminates for any reason Company or (ii) the Severance Period (the "“Non-Compete Competition Period"”), he will Executive shall not, whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-ownerprincipal, partner, member, shareholder, memberindependent contractor, partner, director, officer, trustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity)capacity whatsoever, any businessalone, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive in association with any of the businessother person, activitiescarry on, products be engaged or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged take part in, or conducted render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business that has a store, or is actively considering locating a store, within a 50-mile radius of (i) any existing store operated by the Parent Fairway Group or its subsidiaries (ii) any location where the Fairway Group is actively considering locating a store. The record or affiliates beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee over-the-counter market shall not be prohibited from participatingof itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of her duties for the Fairway Group, request or cause any activity suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (ix) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with Internet operations outside the health care fieldsits obligations under Section 4 hereof, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that and such breach is not a Competitive Business; or cured within thirty (ii30) related days after written notice of such breach is provided to health care servicesthe Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from her obligations under this Section 9. If Executive does not comply in all material respects with her obligations under this Section 9 (other than on-line or Internet-based or related businesses. Notwithstanding in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Covenantee may make passive investments in Company shall not be obligated to pay Executive any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) remaining portion of the equity of such enterpriseSeverance Payments.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's During your employment with the Parent Company, and its subsidiaries and affiliates terminates for any reason a period of one (the "Non-Compete Period")1) year thereafter, he you will not, without the express prior written consent of the ParentHuman Resources Committee of the Board, directly or indirectly, anywhere own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit your name to be used in connection with, any business or enterprise engaged within any portion of the United States or CanadaCanada (collectively, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist “Territory”) (whether as owneror not such business is physically located within the Territory) that is engaged in the creation, part-ownerdesign, shareholdermanufacture, member, partner, director, officer, trustee, employee, agent distribution or consultant, or in sale of any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services that are directly competitive with the same or of a similar type then manufactured or otherwise provided by the Company or by any of the business, activities, products or services conducted by the Parent on the date the Covenantee's its affiliates during your employment with the Parent terminates and over which Company (the Covenantee has had responsibility and which are “Business”). You recognize that you will be involved in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist activity of the developmentBusiness throughout the Territory, implementation or sale of onand that more limited geographical limitations on this non-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activitycompetition covenant are therefore not appropriate. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee The foregoing restriction shall not be prohibited from participating, directly or indirectly, in construed to prohibit your ownership of any activity or business (i) with Internet operations outside class of securities of the health care fields, including but Company and of not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less more than five percent (5%) of any class of securities of any corporation which is engaged in any of the equity foregoing businesses having a class of securities registered pursuant to the Securities Act of 1933, provided that ownership of any corporation other than the Company represents a passive investment and that neither you nor any group of persons including you in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. We acknowledge and agree that if the Company fails to satisfy its material obligations to you under this Agreement after you have provided the Company with at least thirty (30) days written notice of such enterprisefailure, then your obligation to comply with the non-competition covenant set forth in this Section 18 shall be waived. You acknowledge that the restrictions contained in this Section 18 are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of this Section 18 will result in irreparable injury to the Company and its affiliates. YOU REPRESENT AND ACKNOWLEDGE THAT (i) YOU HAVE BEEN ADVISED BY THE COMPANY TO CONSULT YOUR OWN LEGAL COUNSEL IN RESPECT OF THIS AGREEMENT, (ii) THAT YOU HAVE HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS AGREEMENT, TO REVIEW THOROUGHLY THIS AGREEMENT WITH YOUR COUNSEL, AND (iii) YOU HAVE READ AND FULLY UNDERSTAND THE TERMS AND PROVISIONS OF THIS AGREEMENT. You agree that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as any other remedies provided by law arising from any violation of this Section 18, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of the provisions of this Section 18 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. You and the Company irrevocably and unconditionally (i) agree that any suit, action or other legal proceeding arising out of this Section 18, including without limitation, any action commenced by the Company for preliminary or permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia County, Pennsylvania, (ii) consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waive any objection to the laying of venue of any such suit, action or proceeding in any such court. You agree that the Company may provide a copy of Section 18 of this Agreement to any business or enterprise (i) which you may directly or indirectly own, manage, operate, finance, join, participate in the ownership, management, operation, financing, control or control of, or (ii) with which you may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which you may use or permit your name to be used.

Non-Competition. In connection with the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during During the period commencing beginning on the date hereof of this Agreement and ending on the second earlier of (1) December 31, 2013 or (2) the third anniversary of the date the Executive ceases to serve on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates Board for any reason (the "Non-Compete “Restrict e d Period"”), he will the Executive shall not, without the express written consent of the ParentCompany, directly or indirectly, anywhere in the United States or Canadaany other country where the Company does business as of the date hereof, engage in any activity which isown an interest in, join, operate, control or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether be connected as an owner, part-ownerofficer, executive, employee, partner, member, manager, shareholder, memberor principal of or with, or otherwise aid or assist in any manner whatsoever, any individual, corporation or entity that competes with the activities of the Company or its subsidiaries and controlled affiliates, including in the capital markets, money management, financial advisory and/or institutional sales and trading businesses (a “Competitive Activity”). Notwithstanding the foregoing, the Executive may (i) own up to one percent (1%) of the outstanding stock of a publicly held corporation which is or is affiliated with an entity or person that is in competition with the Company or its subsidiaries or (ii) be an officer, executive, employee, partner, directormember, officermanager, trustee, employee, agent or consultantshareholder, or principal of or with a hedge fund, mutual fund, side-by-side fund or a third-party asset management firm (the exceptions set forth in clauses (i) and (ii), the “ Permitted Activities”). In the event that the Executive provides notice to the Company that he will engage in a Competitive Activity in respect of money management that is not already a Permitted Activity, and engages in such activity, notwithstanding anything to the contrary in this Agreement (or any other capacityagreement by and between the Executive and the Company), any business, organization or person the Company shall have no remedies against the Executive other than the Parent (or any subsidiary or affiliate right to cease making the payments and providing the benefits to him under Section 2 of this Agreement and Section 3 of the ParentDirector Agreement between the Company and the Director, dated as of the date of this Agreement (the “Director Agreement ”). If the Executive’s service on the Board ceases for any reason during the twelve-month period immediately following a Change in Control (as defined below), whose business, activities, products then the restrictions described in this Section 3(b) shall continue to apply until the earlier of (i) one (1) year following the date that the Executive’s service with the Company ceases or services are directly competitive with any (ii) the end of the business, activities, products or services conducted by Restricted Period. “ Change in Control” shall have the Parent meaning set forth under the Company’s 2006 Long-Term Incentive Plan (the “LTIP ”) as in effect on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business")hereof; provided provided, however, that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For for purposes of this Section 2(a3(b), a Change in Control shall not include any transaction involving (1) the Parent's "Field sale to a third party by Friedman, Billings, Rxxxxx Group, Inc. (“ FBR Group”) of Interest" shall consist any of the development, implementation Company’s Outstanding Company Voting Stock or Outstanding Company Voting Securities (as each term is defined in the LTIP) or (2) the sale of on-line FBR Group to a third party, unless either of such transactions also involves the sale, exchange or Internet marketing conversion of all of the Company’s Outstanding Company Voting Stock or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged inOutstanding Company Voting Securities. For the avoidance of doubt, the Executive’s engagement in activities for, or conducted by the Parent or its subsidiaries or affiliates on behalf of, Fxxxxxxx Bxxxxxxx Xxxxxx Group Inc.’s businesses as of the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything hereof shall in no event be considered a violation of this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise3(b).

Non-Competition. In connection (a) The Employee acknowledges that during the Term of Employment, the Employee's access to the Confidential Information will enable the Employee to benefit from the Employer's goodwill and know-how. The Employee further acknowledges that it would be inherent in the performance of the Employee's duties as a director, officer, employee, agent or consultant of any company which competes with the Employer or any Affiliate, as hereinafter defined, or which intends to or may compete with the Employer or any such Affiliate, to disclose or use the Confidential Information, and the Employer's or the Affiliate Companies' goodwill and know-how, to or for the benefit of such other company. The Employer's primary business relates to residential real estate home improvement loans insured by the FHA under Title I of the National Housing Act (collectively, the "Property Improvement Loans"). Accordingly, "Competitive Business" (as used herein) shall mean the underwriting, origination, servicing, acquisition, holding, ownership, sale, transfer, assignment, pledge, financing and refinancing of Property Improvement Loans and any activities incidental to the foregoing activities, including without limitation any activities involving the origination of Property Improvement Loans from home owners or the acquisition of Property Improvement Loans from contractors, correspondents, banks or other sources of loan production and acquisition by the Company Employer, and the issuance, ownership, sale, acquisition or transfer of securities backed by Parent pursuant to the terms Property Improvement Loans. To protect these vital interests of the Merger AgreementEmployer and any Affiliate, the Covenantee hereby Employee agrees that during the Term of Employment and for a period commencing on of one (1) year following the date hereof and ending on the second anniversary termination of the date on which the CovenanteeEmployee's employment with hereunder, the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he Employee will not, without the express prior written consent of the ParentEmployer, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, a director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterprise.otherwise:

Non-Competition. In connection with (i) During the acquisition of the Company by Parent pursuant to the terms of the Merger Agreement, the Covenantee hereby agrees that during the period commencing on the date hereof and ending on the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will the Executive shall not, without the express written consent of the Parent, directly or indirectly, anywhere (A) solicit or encourage any client or customer of the Company or any of its Affiliates, or any Person who was a client or customer within 180 days prior to Executive’s action, to terminate, reduce or alter in a manner adverse to the Company, any existing business arrangements with the Company or any of its Affiliates, to transfer existing business from the Company or any of its Affiliates to any other Person or to conduct with any other Person any business or activity that such client or customer conducts or could conduct with the Company or any of its Affiliates, (B) provide services in any capacity to any entity that competes with the Company or its Affiliate in the United States or Canadaany other jurisdiction in which the Executive has any responsibility during his employment hereunder (collectively, engage the “Restricted Area”) (or, with respect to the portion of the Non-Compete Period that follows termination of the Executive’s employment, any product or service provided by the Company or its Affiliates within the two years prior to the termination of Executive’s employment) anywhere in the Restricted Area or (C) own an interest in any activity which isentity described in subsection (B) immediately above; provided, or participate or invest inhowever, or provide or facilitate that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the provision aggregate constitute more than 2% of financing tothe voting power of such entity. The Executive agrees that, or assist (before providing services, whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent an employee or consultant, to any entity during the Non Compete Period, he will provide a copy of this Agreement to such entity and acknowledge, to the Company in writing, that he has done so. Notwithstanding the foregoing, nothing in this Section 7 shall prevent the Executive from providing services to a division or in any other capacity), any business, organization or person other than a subsidiary of an entity that does not compete with the Parent (Company or any subsidiary or affiliate of the Parent), whose business, activities, its Affiliates and that does not provide products or services are directly competitive with any of the business, activities, products or services conducted provided by the Parent on the date the Covenantee's employment Company or any of its Affiliates even if other divisions or subsidiaries of that entity compete with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest Company so long as the Covenantee is Executive does not involved participate in the business of or have any managerial or supervisory authority with respect to such ancillary businesscompetitive division or subsidiary. For purposes of The Executive acknowledges that this Section 2(a)covenant has a unique, very substantial and immeasurable value to the Parent's "Field of Interest" shall consist Company, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of the developmentforegoing, implementation or sale in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and the covenant would be proper. The Executive further covenants that he shall not challenge the reasonableness of any other on-line or Internet health care related business activity engaged in, or conducted by of the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything covenants set forth in this Section 2(a) 7, but reserves the right to challenge the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity Company’s interpretation of such enterprisecovenants.

Non-Competition. In connection The Purchaser, Forsbergs, and Seller agree that the Purchase Price is fixed on the basis that the transfer of the Transferred Assets to the Purchaser would provide the Purchaser with the acquisition full benefit and goodwill of the Company by Parent pursuant Seller as it existed on the Closing Date, provided, however, that the Purchaser understands that the Seller's working relationships with all of its distributors, sales representatives, and customers are to a large extent personal to the terms Forsbergs, and no guarantees can be made by Seller or Forsbergs that Purchaser will enjoy the same relations. The Seller and Forsbergs acknowledge that it is proper for the Purchaser to have assurance that the value of the Merger AgreementTransferred Assets will not be diminished by acts of the Seller or Forsbergs after the Closing Date. Accordingly, the Covenantee hereby agrees that during the period Seller and Forsbergs covenant and agree that, commencing on the date hereof Closing Date and ending on five years from the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period")Closing Date, he it will not, without the express written consent within a 100 mile radius of the ParentCity of Xxxxxxx, Shoshone County, Idaho (i) directly or indirectlyindirectly compete with, anywhere or own, manage, operate, or control or participate in the United States ownership, management, operation or Canada, engage in any activity which is, or participate or invest incontrol of, or provide or facilitate the provision of financing consulting services to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization firm, corporation, partnership, person, proprietorship or person other than entity which is conducting any business which competes with the Parent (or any subsidiary or affiliate business of the ParentSeller as constituted on the Closing Date (the "Restricted Business"), whose business(ii) directly or indirectly solicit employment by any person, activitiespartnership, products corporation or services are directly competitive with other entity of any of the businessemployees, activitiesconsultants, products agents, or services conducted by independent contractors of the Parent Seller (for this purpose the terms "employees", "consultants", "agents", and "independent contractors" shall include any persons having such status with regard to the Seller at any time during the six (6) months preceding any solicitation in question), or (iii) solicit, interfere with, or endeavor to entice away from the Seller, on behalf of any person, partnership, corporation, or other entity, any customer of the Restricted Business of the Seller. The foregoing provisions shall not apply to investments in shares of stock of Purchaser or of a corporation traded on a national securities exchange or on the date national over-the-counter market. If the Covenantee's employment with Seller commits a breach, or threatens to commit a breach, of any of the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes provisions of this Section 2(a)8.3, the Parent's "Field Purchaser shall have the right and remedy, in addition to any others, to have the provisions of Interest" shall consist of the developmentthis Section 8.3 specifically enforced by any court having equity jurisdiction, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical together with an accounting therefor, it being acknowledged and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted understood by the Parent Seller that any such breach or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only threatened breach will cause irreparable injury to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall Purchaser and that money damages will not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseprovide an adequate remedy therefor.

Non-Competition. In connection For a period of five years after the Closing Date (the "Non-Competition Period"), Seller and Centerpulse shall not and shall cause their respective Affiliates not to directly or indirectly own, control or operate an entity or a business that is in the business of manufacturing, marketing, distributing or selling cardiovascular valves or components therefor, or develop or design any products or components intended to be used in cardiovascular valves products (the "Competitive Business"); provided, however, that the foregoing shall not prohibit any such Person from (i) acquiring, only as a passive investment, directly or indirectly, securities of any Person traded in a public market that participates in a Competitive Business; provided that Centerpulse, Seller and its Affiliates do not, in the aggregate, own more than 5% of any class of securities or voting securities of such Person; or (ii) acquiring a company (the "Diversified Company") or a business (x) having not more than 20% of its gross revenues attributable to a Competitive Business, or (y) having more than 20% of its gross revenues attributable to a Competitive Business, so long as, with the respect to such Diversified Company or business acquired that shall have derived more than 20% of its gross revenues from a Competitive Business, Seller shall have divested itself within 12 months of its acquisition of the such Diversified Company by Parent pursuant to the terms or business of the Merger Agreementassets of such Diversified Company or business that constitute the Competitive Business provided further that (A) Centerpulse, the Covenantee hereby agrees that Seller and their Affiliates shall not acquire a Diversified Company or business having more than 25% of its gross revenues attributable to a Competitive Business and (B) Centerpulse shall not permit Xxxxxx Xxxxxxx (in his capacity as an employee or consultant of Centerpulse or its Affiliates) to provide advice to or otherwise assist any Competitive Business referred to in clause (ii) above during the time that Centerpulse and/or its Affiliates directly or indirectly own same. Except as to Xxxxxx Xxxxxxx, Seller shall not and shall not permit any of its Affiliates to, directly or indirectly (i) solicit the employment of (except for general solicitations) any member of the senior management team of the Valves Business or any sales person employed by the Valves Business or (ii) employ or solicit the employment of (except for general solicitations) any Person listed in the definition of Knowledge, for a period commencing on the date hereof and ending on twelve months after the second anniversary of the date on which the Covenantee's employment with the Parent and its subsidiaries and affiliates terminates for any reason (the "Non-Compete Period"), he will not, without the express written consent of the Parent, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive with any of the business, activities, products or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged in, or conducted by the Parent or its subsidiaries or affiliates on the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee shall not be prohibited from participating, directly or indirectly, in any activity or business (i) with Internet operations outside the health care fields, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that is not a Competitive Business; or (ii) related to health care services, other than on-line or Internet-based or related businesses. Notwithstanding anything herein to the contrary, the Covenantee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) of the equity of such enterpriseClosing Date.

Non-Competition. (a) In connection with the acquisition view of the Company unique and valuable services expected to be rendered by Parent pursuant Executive to the terms Fairway Group, Executive’s knowledge of the Merger Agreementtrade secrets and other proprietary information relating to the business of the Fairway Group and in consideration of the compensation to be received hereunder, and Executive’s ownership interest in the Covenantee hereby Company, Executive agrees that during the period commencing on of her employment by the date hereof Company and ending on the second anniversary of the date on which the Covenantee's for one year following her employment with the Parent and its subsidiaries and affiliates terminates for any reason Company (the "“Non-Compete Competition Period"”), he will Executive shall not, whether for compensation or without the express written consent of the Parentcompensation, directly or indirectly, anywhere in the United States or Canada, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as an owner, part-ownerprincipal, partner, member, shareholder, memberindependent contractor, partner, director, officer, trustee, employee, agent or consultant, joint venturer, investor, licensor, lender or in any other capacity)capacity whatsoever, any businessalone, organization or person other than the Parent (or any subsidiary or affiliate of the Parent), whose business, activities, products or services are directly competitive in association with any of the businessother person, activitiescarry on, products be engaged or services conducted by the Parent on the date the Covenantee's employment with the Parent terminates and over which the Covenantee has had responsibility and which are in the Parent's Field of Interest (each a "Competitive Business"); provided that the Covenantee shall be permitted to be employed by an entity which operates an ancillary business in the Parent's Field of Interest so long as the Covenantee is not involved in such ancillary business. For purposes of this Section 2(a), the Parent's "Field of Interest" shall consist of the development, implementation or sale of on-line or Internet marketing or advertising programs to pharmaceutical and other healthcare organizations and any other on-line or Internet health care related business activity engaged take part in, or conducted render services (other than services which are generally offered to third parties) or provide advice to, own, share in the earnings of, invest in the stocks, bonds or other securities of, or otherwise become financially interested in, any entity primarily engaged in the retail grocery business that has a store, or is actively considering locating a store, within a 50-mile radius of (i) any existing store operated by the Parent Fairway Group or its subsidiaries (ii) any location where the Fairway Group is actively considering locating a store. The record or affiliates beneficial ownership by Executive of up to one percent (1%) of the shares of any corporation whose shares are publicly traded on a national securities exchange or in the date the Covenantee's employment with the Parent terminates, but only to the extent the Covenantee has had responsibility over such business activity. Notwithstanding anything in this Section 2(a) to the contrary, the Covenantee over-the-counter market shall not be prohibited from participatingof itself constitute a breach hereunder. In addition, Executive shall not, directly or indirectly, during the Non-Competition Period, except in the good faith performance of her duties for the Fairway Group, request or cause any activity suppliers or customers with whom the Fairway Group has a business relationship to cancel or terminate any such business relationship with any member of the Fairway Group or solicit, interfere with, entice from or hire from any member of the Fairway Group any employee of any member of the Fairway Group. Notwithstanding the foregoing, the provisions of this Section 9 shall not be violated by (ix) general advertising or solicitation not specifically targeted at Fairway Group related persons or entities or (y) Executive’s serving as a reference upon request. If the Company breaches its obligation to make the Severance Payments (other than in the circumstances described in the next sentence) or to comply with Internet operations outside the health care fieldsits obligations under Section 4 hereof, including but not limited to companies providing non-health care goods or services through the Internet or providing e-commerce services or content that and such breach is not a Competitive Business; or cured within thirty (ii30) related days after written notice of such breach is provided to health care servicesthe Company by Executive, then in addition to any other remedies available to the Executive, Executive shall be released from her obligations under this Section 9. If Executive does not comply in all material respects with her obligations under this Section 9 (other than on-line or Internet-based or related businesses. Notwithstanding in the circumstances described in the immediately preceding sentence), then notwithstanding anything herein to the contrary, the Covenantee may make passive investments in Company shall not be obligated to pay Executive any enterprise the shares of which are publicly traded if such investment constitutes less than five percent (5%) remaining portion of the equity of such enterpriseSeverance Payments.