Common use of Non-Competition Clause in Contracts

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows: (i) During the Employment Term and, for a period of one year thereaftertwelve months following the date Executive ceases to be employed by the Company for any reason (the “Restricted Period”), the Employee Executive will not, unless acting whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the prior written consent Company or its affiliates, the wire or cable business of any client or prospective client: (A) with whom Executive had personal contact or dealings on behalf of the BoardCompany or its affiliates during the one year period preceding Executive’s termination of employment; (B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company or its affiliates during the one year period immediately preceding Executive’s termination of employment; or (C) for whom Executive had direct or indirect responsibility during the one-year period immediately preceding Executive’s termination of employment. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in any business that manufactures or distributes wire or cable in competition with the Company or its affiliates in any geographical area that is within 100 miles of any geographical area where the Company or its affiliates manufactures or distributes wire or cable (a “Competitive Business”); (B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an individual, partner, shareholder, officer, director, employee, partner, principal, agent, representative, consultant trustee or otherwise with or use or permit his name to be used in connection consultant; or (D) interfere with, any or attempt to interfere with, business relationships (whether formed before, on or enterprise engaged in a geographic area in which after the date of this Agreement) between the Company or any of its affiliates is operating either during his employment by and customers, clients, suppliers, partners, members or investors of the Company or on its affiliates. (iii) Notwithstanding anything to the Termination Datecontrary in this Agreement, Executive may, directly or indirectly own, solely as applicablean investment, presently on the East Coast securities of the United States or at any port Person engaged in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and or its affiliates which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (a) is not a controlling person of, or a member of a group which controls, such person and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall (b) does not, directly or indirectly, during such one-year period (a) solicit own 5% or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) more of any class of securities of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any corporation which is engaged in Person, directly or indirectly: (A) solicit or encourage any employee of the foregoing businesses having a class Company or its affiliates to leave the employment of securities registered pursuant the Company or its affiliates; or (B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s termination of employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the Securities Exchange Act termination of 1934Executive’s employment with the Company. (v) During the Restricted Period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayExecutive will not, either directly or indirectly, manages solicit or exercises control encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates. b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 9 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such corporationmaximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, guarantees if any court of its financial obligationscompetent jurisdiction finds that any restriction contained in this Agreement is unenforceable, otherwise takes any part in its businessand such restriction cannot be amended so as to make it enforceable, other than exercising his rights as a shareholder, or seeks to do such finding shall not affect the enforceability of any of the foregoingother restrictions contained herein.

Non-Competition. (a) During his employment by Executive agrees that, during the Company and for a period of one year thereafterNoncompetition Period, the Employee Executive will not, unless acting with the prior written consent of the Board, : (i) directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, management or control or financing of, or be connected as an officer, director, employee, partner, principalconsultant, agentcontractor, representativedirector, consultant or otherwise with or use or permit his name to be used in connection with, or have any business financial interest in, or enterprise engaged aid, consult, advise, or assist anyone else in a geographic area the conduct of, any entity or business: (A) in which the Company ten percent (10%) or more of whose annual revenues are derived from a Business as defined above; and (B) which conducts business in any of its affiliates is operating either during his employment by the Company locality or on the Termination Date, as applicable, presently on the East Coast region of the United States States, Ontario or at any port in Quebec, Canada, or the Gulf of Mexico City, Mexico area (whether or not such competing entity or business is physically located within those areas) (in the "Geographic Area"United States, Canada, or Mexico), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment other area where Business is being conducted by the Company on the date Executive’s employment is terminated hereunder or in each and every area where the Company intends to conduct such Business as it expresses such intent in the written strategic plan developed by the Company as of the date Executive’s employment is terminated hereunder; and (ii) either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on the Termination Datebehalf of any other person, company, firm or other entity, except in his capacity as applicable. It is recognized by the Employee that the business an executive of the Company and its affiliates and the Employee's connection therewith is Company, canvass or will solicit, or enter into or effect (or cause or authorize to be involved in activity throughout the Geographic Areasolicited, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notentered into, or effected), directly or indirectly, during such one-year period (a) solicit for or divert on behalf of himself or any other person, any business fromrelating to the services of the type provided by, or attempt orders for business or services similar to convert those provided by, the Company from any clientperson, account company, firm, or other entity who is, or has at any time within two (2) years prior to the date of such action been, a customer or supplier of the Company; provided that the restrictions of Section 8.2(a)(i)(y) above shall also apply to any person, company, firm, or other entity with whom the Company is specifically seeking to develop a relationship as a customer or supplier of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employmentof such action. Notwithstanding the forgoing, solicit or attempt to hire any then employee Executive’s ownership of securities of a public company engaged in competition with the Employer or Company not in excess of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of such securities shall not be considered a breach of the covenants set forth in this Section 8.1(a). (b) Executive agrees that, at all times from after the Effective Date, Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any corporation which is engaged other person, company, firm, or other entity, except in his capacity as an executive of the Company: (i) seek to persuade any employee of the Company to discontinue his or her status or employment therewith or to become employed in a business or activities likely to be competitive with the Business; or (ii) solicit or employ any such person at any time within twelve (12) months following the date of cessation of employment of such person with the Company, in any locality or region of the foregoing businesses having a class of securities registered pursuant to United States or Canada and in each and every other area where the Securities Exchange Act of 1934Company conducts its Business; provided; however, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee restrictions set forth 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 its business, other than exercising his rights as a shareholder, or seeks to do any this Section 8.2(b) shall cease upon the expiration of the foregoingNoncompetition Period.

Non-Competition. (a) During his employment by the Company Employment Period and for a period of one year thereaftertwelve (12) months after the termination of the Executive’s employment with the Company for any reason (collectively the “Restriction Period”), the Employee will Executive shall not, unless acting with the prior written consent of the Board, either directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company for himself or any of its affiliates is operating either during his employment by the Company third party, anywhere within or on the Termination Date, as applicable, presently on the East Coast of outside the United States (a) engage in or at have any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), interest in any business activity that is a customer of, competitive to, a business from which the Company directly or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that indirectly competes with the business of the Company and or of any of its affiliates and (which for purposes hereof shall include all subsidiaries or parent companies of the Employee's connection therewith Company, now or in the future during the Employment Period), as conducted at any time during the Employment Period, including without limitation, accepting employment from or providing consulting services to any such competitor, owning any interest in or being a partner, shareholder or owner of any such competitor, (b) solicit, induce, recruit, or cause another person in the employ of the Company or its affiliates or who is a consultant or will be involved in activity throughout independent contractor for the Geographic AreaCompany or its affiliates to terminate his employment, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notengagement or other relationship with the Company or its affiliates, directly or indirectly, during such one-year period (ac) solicit or divert accept business from any individual or entity which shall have obtained the goods or services of, or purchased goods or services from, the Company or attempt its affiliates during the two year period immediately prior to convert any client, account the end of the Employment Period or customer which otherwise competes with or engages in a business which is competitive with or similar to the business of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (bd) following Employee's employmentcall on, solicit or attempt to hire accept any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in business from any of the foregoing businesses having a class actual or targeted prospective customers of securities registered pursuant the Company or its affiliates (the identity of and information concerning which constitute trade secrets and Confidential Information of the Company) on behalf of any person or entity in connection with any business competitive with the business of the Company, nor shall the Executive make known the names and addresses of such customers or any information relating in any manner to the Securities Exchange Act of 1934, provided that Company’s trade or business relationships with such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its businesscustomers, other than exercising his rights as a shareholder, or seeks to do any in connection with the performance of the foregoingExecutive’s duties under this Agreement.

Non-Competition. (a) A. During his employment by the Company term of this Agreement and for a period of one year thereafter, six (6) months after the Employee will nottermination of this Agreement for any reason (or for such a lesser period of time as may be determined by a court of law or equity to be a reasonable limitation on Executive), unless acting with the prior written consent Company is in material default of the Boardprovisions of Section 9 hereof, as applicable, Executive shall not do the following: (i) Solicit, directly or indirectly, any director, officer or employee of the Company (for purposes of this Section 5, the term “the Company” shall also refer to any subsidiary, parent or other affiliate of the Company, subsidiaries of the parent company, any holding company related to the Company or its parent and any subsidiaries thereto) to discontinue that individual’s status of employment with the Company, nor to become employed in any activity similar to or competitive with the business of the Company being conducted at the time of termination of this Agreement within the territories in which the Company conducts its business operations; (ii) Solicit or cause or authorize, directly or indirectly to be solicited, for or on behalf of Executive or any third party, from others who are customers of the Company or active prospects, any business which is competitive with the Company within the territories in which the Company conducts its business operations; (iii) Enter into or engage, directly or indirectly, in any business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations; (iv) Solicit, request, advise or induce any current or potential customer, supplier or other business contact of the Company to cancel, curtail or otherwise adversely change its relationship with the Company; (v) Promote or assist, financially or otherwise, any person or entity engaged in any business that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations; or (vi) Engage in or invest in, own, manage, operate, joinfinance, control, finance consult with or participate in the ownership, management, operation, financing or control or financing of, be employed by, associated with, or be in any manner connected as an officerwith, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his lend Executive’s name to be used in connection with, or render services or advice to any business or enterprise engaged in a geographic area that directly competes with the business conducted by the Company within the territories in which the Company conducts its business operations. B. Nothing herein shall prohibit Executive from holding shares or any of its affiliates is operating either during his employment by the Company stock or warrants or debentures in a company listed on the Termination Datea nationally or internationally recognized stock exchange, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least if Executive owns no more than five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingcompany’s outstanding shares.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which by the Company or any of its affiliates is operating Affiliates, either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) geographic area comprising the Company’s franchised service territory (the "“Geographic Area"”), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore would not be appropriate. The Employee also shall not, directly or indirectly, during such one-one year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesAffiliates existing on the Termination Date to another supplier, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's ’s employment, solicit or attempt to hire any then employee of the Employer Company or of any of its affiliatesAffiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayEmployee, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his her employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his her name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his her employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by The Employee acknowledges that the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee will shall not (and shall cause the Employee’s Affiliates to not, unless acting with the prior written consent of the Board), directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected employed by (whether as an officer, director, employee, partnerconsultant, principalindependent contractor or otherwise, agentand whether or not for compensation) or render services to any Person, representativein whatever form, consultant or otherwise with or use or permit his name to be used engaged in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates Affiliates is operating either during his employment by the Company or engaged on the Termination Datedate of termination or in which they have planned, as applicableon or prior to such date, presently to be engaged in on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not after such business is physically located within those areas) (the "Geographic Area")date, in any business that is a customer of, competitive to, a business from locale of any country in which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by conducts business. Notwithstanding the Company or on the Termination Dateforegoing, as applicable. It is recognized by nothing herein shall prohibit the Employee that the business from being a passive owner of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that not more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of the equity securities of any a publicly traded corporation which is engaged in any of a business that is in competition with the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligationsAffiliates, otherwise takes so long as the Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 6.2 shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any part entity that engages in its business, other than exercising his rights as a shareholder, business in competition with the Company or seeks to do any of its Affiliates so long as the foregoingEmployee and such subsidiary, division or unit does not, and does not have plans to, engage in a business in competition with the Company or any of its Affiliates.

Non-Competition. (a) During Employee will, as a result of his employment with the Company, be involved with and exposed to substantial business resources and assets of the Company and certain of its affiliates and will develop additional contacts and relationships with numerous individuals and companies, which are also involved in the business of the Company or businesses related thereto. Such individuals and organizations will have business and contractual relationships with the Company and/or its affiliates that will be a valuable asset thereof. The Employee also recognizes and agrees with the Company that the services which the Employee will render during the term of employment are unique, special and of extraordinary character, that the Company will be substantially dependent upon such services to develop and market its products and to earn a profit, and that the application of the Employee’s knowledge and services to any competitive business would be substantially detrimental to the Company. Accordingly, in consideration for employment by the Company and for a period of one year thereaftercompensation and other benefits, including any compensation the Employee may receive after his or her employment is terminated pursuant to this Agreement, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected indirectly (whether as an employee, officer, executive, director, employeemanager, partnerstockholder, principalmember, agent, representativelender, consultant or otherwise any other capacity), during the period of his or her employment with or use or permit his name to be used the Company, and for a period of six (6) months after termination of employment hereunder for any reason whatsoever, engage in connection with, any business or enterprise activity or otherwise compete anywhere in the United States, with any business or activity that is competitive with any business or activity engaged in a geographic area in which by the Company or any of its subsidiaries or affiliates is operating either during his employment or contemplated to be engaged in (as of the time of the termination of employment) by the Company or on any such subsidiary or affiliate; provided, however, that the Termination Date, as applicable, presently on foregoing sentence shall not be applicable in the East Coast event the Employee is terminated pursuant to Section 6(e)(ii) or Section 6(e)(iii) hereof or if the Employee or the Company terminates this Agreement at the end of the United States Initial Term or at any port in additional term pursuant to Section 1. In addition, for a period of two (2) years from the Gulf end of Mexico (whether Employment Term the Employee will not induce or not such business attempt to induce any person or entity that is physically located within those areas) (the "Geographic Area"), engaged in any business that is a customer of, competitive to, a business from which activity or relationship with the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company subsidiary or on the Termination Date, as applicable. It is recognized by the Employee that the business affiliate of the Company and its affiliates and the Employee's connection therewith is to terminate that activity or will be involved in relationship to reduce such activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesrelationship. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) a. During the term of this Agreement, Employee agrees to devote his employment by full working time, attention and energies to the Company and for a period performance of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Areaassigned duties, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit alone or divert business fromas a member of any partnership, or attempt as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not-for-profit organizations), be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to convert any clientor contrary to the best interests of TCI. b. Employee also agrees that he will not, account so long as he is an employee or customer officer of the Company TCI or any of its affiliatessubsidiaries, whether existing at the date hereof or acquired during any period in which TCI is making severance payments to Employee's employment nor (b) following Employee's employment, solicit directly or attempt to hire indirectly, as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or in any then employee of the Employer capacity whatsoever, engage or of become financially interested in, be employed by, or have any connection with, any business competing with TCI or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit subsidiaries, in any geographic area where the ownership by the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, provided, however, that Employee of less than one percent (1%) of may own any class of securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time one percent of the foregoing businesses having a any class of stock or securities registered pursuant of such company. c. Except in furtherance of his duties to TCI, Employee further agrees that, during the Securities Exchange Act term of 1934this Agreement or during any period in which TCI is making severance payments to Employee, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee he will not directly or indirectly participate in any wayeffort to develop, either directly manufacture or indirectly, manages market products or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, services that compete with TCI's products or seeks services (including products or services that TCI can demonstrate it intends to do any of the foregoingdevelop or are under development).

Non-Competition. (a) During his the term of employment by hereunder, and in the Company and --------------- event the Employee's employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for a period of one year period thereafter, the Employee will notnot directly for himself or any third party, unless acting become engaged in any business or activity which is directly in competition with the prior written consent of the Board, directly any services or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing offinancial products sold by, or be connected as an officerany business or activity engaged in by, directorthe Company, employeeincluding, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection withwithout limitation, any business or enterprise activity engaged in a geographic area in which by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the Company or any taking and accepting of its affiliates is operating either during his employment by deposits, the Company or on provision of trust services, the Termination Datemaking of loans and/or the extension of credit, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates brokering loans and/or leases and the Employee's connection therewith is provision of insurance and investment services, within a 25 mile radius of any office or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer facility of the Company or any of its affiliatesAffiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, whether existing at so long as his aggregate holdings in any financial institution do not exceed ten percent (10%) of the date hereof or acquired outstanding capital stock of such institution. During the period of employment hereunder, and for a period of two years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company during the period of the Employee's employment nor (b) following Employee's employmenthereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company, or otherwise divert or attempt to hire divert any then employee existing business of the Employer Company within any area of 100 miles of any office or facility of the Company or any of its affiliates. (b) Affiliates. The foregoing restriction Employee will not, either during the period of employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the Company or any of its Affiliates to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company. The Employee understands that in the event of a violation of any provision of this Agreement, the Company shall have the right to seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond. The remedies provided in this section shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Employee or the Company, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of this Section shall be determined by a court of competent jurisdiction to prohibit the ownership be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingcourt.

Non-Competition. (a) During Executive acknowledges that in the course of his employment by with the Company he will become familiar with the trade secrets and other confidential information of the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for a period of one year thereaftertwo (2) years thereafter (the "Noncompete Period"), the Employee will not, unless acting with the prior written consent of the Board, he shall not directly or indirectly, indirectly own, manage, operate, join, control, finance or participate in the ownershipin, managementconsult with, operation, control or financing ofrender services for, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any manner engage in any business competing with the businesses of the Company or enterprise engaged in any of its subsidiaries (i) which relates to (A) the manufacturing or sale of climbing equipment or (B) aluminum extrusions or (ii) which is commenced by the Company or any of its subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a geographic material portion of the Company's overall future business within the United States and any other geographical area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the United States outstanding equity of any class of a corporation or at any port other entity which is publicly traded so long as Executive has no active participation in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of such corporation. (b) During the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaNoncompete Period, and that more limited geographical limitations on this non-competition covenant are therefore Executive shall not appropriate. The Employee also shall not, directly or indirectly, during such one-year period indirectly through another entity (ai) solicit or divert business from, induce or attempt to convert induce any client, account or customer employee of the Company or any of its affiliatessubsidiaries to leave the employ of such person, whether existing or in any way interfere with the employee relationship between the Company or any of its subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary of the Company at any time during the date hereof Employment Period (other than individuals who have not been employed by the Company or acquired during Employee's any subsidiary of the Company for a period of at least one (1) year prior to employment nor by Executive directly or indirectly through another entity), or (biii) following Employee's employment, solicit induce or attempt to hire induce any then employee of customer, supplier, licensee or other person having a business relationship with the Employer Company or of any of its affiliates. subsidiaries (bA) The foregoing restriction shall not be construed which relates to prohibit (x) the ownership manufacturing or sale of climbing equipment or (y) aluminum extrusion or (B) which is commenced by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a shareholdermaterial portion of the Company's overall future business to cease doing business with the Company or such subsidiaries, or seeks to do interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of the foregoingits subsidiaries.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment a. So long as employee is employed by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaTCI, and that more limited geographical limitations on this non-competition covenant are therefore such employment has not appropriate. The been terminated, Employee also agrees to devote his full working time, attention and energies to the performance of his assigned duties, and Employee shall not, directly or indirectly, during such one-year period (a) solicit alone or divert business fromas a member of any partnership, or attempt as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not-for-profit organizations), be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to convert any clientor contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b. b. Employee also agrees that he will not, account so long as he is an employee or customer officer of the Company TCI or any of its affiliatessubsidiaries, whether existing at or during the date hereof Severance/Consulting Period, directly or acquired during Employee's employment nor (b) following Employee's employmentindirectly, solicit as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or attempt to hire in any then employee of the Employer capacity whatsoever, engage or of become financially interested in, be employed by, or have any connection with, any business competing with TCI or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit subsidiaries, in any geographic area where the ownership by the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, provided, however, that Employee of less than one percent (1%) of may own any class of securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time one percent of the foregoing businesses having a any class of stock or securities registered pursuant of such company. c. Except in furtherance of his duties to TCI, Employee further agrees that in order to protect TCI's trade secrets, during the Securities Exchange Act term of 1934this Agreement or during the Severance/Consulting Period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayhe will not, either directly or indirectly, manages participate in any effort to develop, manufacture or exercises control market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to develop or are under development). d. In addition to the foregoing, during the term of this Agreement and during the Severance/Consulting Period, Employee will not cause, directly or indirectly, (1) any such corporationemployee, guarantees any consultant or independent contractor of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderthe Company, or seeks to do (2) any customer, potential customer, or partner of the foregoingCompany, to sever or modify their relationship with the Company in any respect. e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly contingent upon Employee's continued compliance with this Section 6 and the Inventions Agreement during the Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in violation of this Section 6 or the Inventions Agreement in any respect,

Non-Competition. (a) During his employment by the Company and term of this Agreement or any renewal thereof and, at the Company's option for a period of up to one year thereafter, should the Employee Executive's contract be terminated or not be renewed, the Executive agrees that he will not, unless acting with not within the prior written consent geographical area of the BoardUnited States, engage, either directly or indirectly, own, manage, operate, join, control, finance individually or participate in the ownership, management, operation, control or financing of, or be connected as an owner, partner, joint venturer, employee, officer, director, employeestockholder, partnerconsultant, principalindependent contractor or lender of or to any corporation, agent, representative, consultant holding company or otherwise with or use or permit his name to be used in connection with, any other business or enterprise engaged entity which is in a geographic area in which business similar to that of the Company or any of its affiliates is operating either during affiliates. In the event that the Company chooses to exercise its option to prevent the Executive from competing with the Company following termination or non-renewal of his employment, the Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by the Company of its decision that the Executive shall take a leave-of-absence, in either case specifying the period of up to one year following termination, resignation, or on non-renewal of employment during which such competitive activity shall be prohibited. In the Termination Dateevent the Company exercises its option, the Company shall continue to pay Executive his Base Salary at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with the Company. Notwithstanding the foregoing, the Executive (as applicable, presently on the East Coast hereinbefore described in Section 2(d)) may own five (5%) percent of the United States or at any port in the Gulf securities of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that in competition with the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the Executive becoming a record or beneficial owner at the date hereof or acquired during Employee's employment nor any time of more than five (b5%) following Employee's employment, solicit or attempt to hire any then employee percent of the Employer or equity securities of any of its affiliatessaid business entity. (b) The foregoing restriction Executive shall not be construed during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, employ, retain or arrange to prohibit the ownership have any other person or entity employ or retain any person who was employed by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligationsaffiliated companies having an annual compensation of at least U.S. $50,000 per annum during the term of this Agreement or any renewal thereof. (c) If any provision of this Section is held to be unenforceable because of the scope, otherwise takes any part duration or area of its applicability or otherwise, the legal entity making that determination will have the power to modify the scope, duration or area, or all of them, and the provision will then apply in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingmodified form.

Non-Competition. (a) During his employment by The Executive covenants and agrees with the Company that, while he is an employee of the Company or any Affiliate thereof and for a period of one year thereafter, the Employee two years thereafter he will not, unless acting with without the prior written consent of the BoardCompany, either directly or indirectly: (i) solicit any contractors, customers or distributors of the Company or any Affiliate thereof or endeavor to entice away from the Company or any Affiliate thereof any such Person or otherwise interfere with the relationship between such Person and the Company or any Affiliate thereof for the purposes of competing with the Company or any Affiliate thereof; (ii) endeavor to entice away from the Company or any Affiliate thereof any person who is employed by the Company or any Affiliate thereof, either directly or indirectly, or interfere in any way with the employer/employee relations between any such employee and the Company or any Affiliate thereof; or (iii) offer employment to any person who was employed by the Company or any Affiliate thereof at the date upon which the Executive ceases to be an employee of the Company or any Affiliate thereof. (b) The Executive covenants and agrees with the Company and each Affiliate thereof that (i) while he is an employee of the Company or any Affiliate thereof he shall not directly or indirectly compete in any manner against the Company or any of its Affiliates and (ii) and for a period of two years following the date he ceases such employment for whatever reason, he will not, directly or indirectly, ownin any manner whatsoever, manageincluding either individually or in partnership or jointly or in conjunction with any other Person, 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, representativeshareholder, consultant employee or otherwise in any other manner whatsoever, carry on or be engaged in or concerned with or use interested in or lend money to, guarantee the debts or obligations of or permit his name to be used in connection withby a Competitive Business (as defined below). (c) For the purposes of this Section 9, a "Competitive Business" shall -------------------- mean any business relating to or enterprise engaged in involving (A) the ownership (as a geographic area in principal business) and/or the construction and/or operation of any submarine cable system which is located or is to be located between (1) Bermuda and the United States of America, (2) Bermuda and South America, (3) the United States of America and South America or (4) any two or more countries or continents if the Company or any Affiliate thereof is constructing, owning and/or operating or is to construct, own and/or operate any submarine cable system between any such countries or continents during the Executive's employment hereunder or (B) telecommunication services (including electronic commerce) in Bermuda. (d) The foregoing covenants are given by the Executive acknowledging that he has specific knowledge of the affairs of the Company and its affiliates is operating either Affiliates. (e) The Executive acknowledges and agrees that the nature of the Confidential Information to which he will have access during his employment by the Company or on any Affiliate thereof would make it difficult, if not impossible, for him to perform in a similar capacity for a Competitive Business without disclosing or utilizing the Termination Date, as applicable, presently on the East Coast Confidential Information and that if he were to perform in a similar capacity for a Competitive Business it would be inevitable that he would disclose and/or use Confidential Information. (f) The Executive acknowledges that violations of the United States provisions of Section 6 or 9 will cause immediate and irreparable harm to the Company, entitling the Company to an injunction in or by a court of competent jurisdiction or arbitration in addition to any other remedies the Company may have at law or in equity, including recovery of reasonable attorneys' fees and costs incurred by the Company in enforcing the provisions of Section 6 or 9. In the event that any port covenant contained in Section 9 or portion of any such covenant should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the Gulf enforceability or validity of Mexico the remaining portions of the covenants and such unenforceable or invalid portions shall be severable from the remainder of this Agreement. The Executive hereby acknowledges and agrees that all restrictions contained in this Section 9 are reasonable and valid and all defenses to the strict enforcement thereof by the Company and are hereby waived by him. (whether g) Nothing in Section 9 shall be deemed to prevent or not prohibit the Executive from making investments in his personal capacity unless such business is physically located within those areas) (investments are of a type that may conflict with the "Geographic Area"), in efficient performance of his duties or with any business that is a customer of, competitive to, a business from which of his obligations to the Company or any of its affiliates derive at least Affiliate thereof; provided further that nothing contained herein shall preclude the -------- Executive from purchasing or owning equity interests in any Person engaged in a Competitive Business whose shares are traded on a recognized stock exchange or over-the-counter market, so long as the Executive's holdings therein do not exceed five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business (5%) of the Company issued and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer outstanding capital of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesPerson in question. (bh) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged Executive acknowledges and agrees that he has received good and valuable consideration in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment exchange for his covenants and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingobligations under this Agreement.

Non-Competition. In consideration of the benefits of this Agreement to each Stockholder and as a material inducement to the BCC Parties to enter into this Agreement and pay to the Stockholders at Closing the Merger Consideration, each Escrow Stockholder hereby covenants and agrees that, commencing on the Closing Date and ending (a) During his employment by the Company and for a period of one year thereafterfrom the termination of employment under the Employment Agreement to be executed at Closing, as to ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or (b) two years from termination of employment under the Employee will Employment Agreement to be executed at Closing, as to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, such Escrow Stockholder shall not, unless acting with the prior written consent of the Boardand such Escrow Stockholder shall cause his Associates, Affiliates and representatives not to, directly or indirectly, as proprietor, partner, stockholder, director, executive, officer, employee, consultant, joint venturer, investor or in any other capacity, engage in, or own, manage, operate, join, operate or control, finance or participate in the ownership, management, operationoperation or control, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, of any business or enterprise engaged in a geographic area in entity which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), engages in any business that activity which is a customer ofsimilar to or in competition with the business of Surviving Corporation, competitive toBCC Parties and their Affiliates; provided, however, the foregoing shall not prohibit (a) an Escrow Stockholder, his Associates, Affiliates and representatives from purchasing and holding as an investment not more than 3% of any class of publicly traded securities of any entity which conducts a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that in competition with the business of the Company BCC Parties, so long as such Escrow Stockholder, his Associates, Affiliates and its affiliates and representatives do not participate in any way in the Employee's connection therewith is management, operation or will be involved in activity throughout control of such entity, or (b) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ from accepting employment during the Geographic Area, and that more limited geographical limitations on this period of non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer as long as he obtains the written permission and authorization of the Company or any Board of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee Directors of the Employer or of any of its affiliatesBCC. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates.'s (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. In consideration of Buyer’s purchase of the Assets including Seller’s Business (a) During his employment by and the Company and goodwill associated therewith), the President of the Seller covenants to Buyer that, for a period of one year thereafterfive (5) years from the Closing Date, the Employee will nothe nor any Related Person shall, unless acting with without the prior written consent of Buyer (which consent may be given or withheld in the Boardsole discretion of Buyer), directly or indirectlyindirectly (in any capacity, including as a General Partner, partner, member, investor, manager, lender, principal, director, officer, employee, consultant, contractor or agent of any other person or entity): (a) own, manage, operate, join, control, finance participate or participate in the ownership, management, operation, control or financing ofengage in, or be connected as an officerhave any financial interest in any other person or entity that engages in, directorthe business or operations of designing, employeedeveloping, partnermanufacturing, principalprocessing, agentfabricating, representativetesting, consultant servicing, maintaining, supporting, replacing, refurbishing, retrofitting, distributing, licensing, providing, installing, marketing, selling, consulting on or otherwise dealing with or use or permit his name a Competing Product (each individually and collectively referred to be used in connection with, any business or enterprise engaged in as a _Competing Business_) within the geographic area consisting of each country, state, region, or locality in which Seller has carried on its business, which area the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Dateparties agree is, as applicableand stipulate to be, presently on the East Coast of a worldwide business area including, but not limited to, the United States or at any port in the Gulf of States, Canada, and Mexico (whether or not such business is physically located within those areas) (the "Geographic _Covered Area"_), in any business that is a customer of(b) solicit, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business frominfluence, or attempt to convert solicit or influence, any clientcustomer, account or customer of the Company or any person or entity that is, or within the eighteen-month period preceding the date of its affiliatessuch activity was, a purchaser of goods of services from either Buyer or any Affiliate of Buyer to purchase a Competing Product (defined below) from any person or entity other than the Buyer or an Affiliate of Buyer or (c) employ, or recruit or solicit for employment, any person who is an employee of Buyer or any Affiliate of Buyer (or was an employee of Buyer at any time within the 6-month period preceding the subject act of solicitation recruitment or employment). As used in this Agreement, a _Competing Product_ means products and services that are either the same as or similar to the products and services offered by Seller, which products and services the parties agree are, and stipulate to be, any form of leasing, selling or servicing of truck trailers. _Affiliate_ means any person or entity directly or indirectly through one or more intermediaries controlling, controlled by or under common control with Seller, President or Buyer, as the case may be. As used in the definition of Affiliate, _control_ and derivatives of that term mean the power to dictate the management policies of a person or organization, whether existing at the date hereof by direct or acquired during Employee's employment nor (b) following Employee's employment, solicit indirect ownership of voting securities or attempt to hire any then employee otherwise. _Related Person_ means an Affiliate of the Employer either Seller or of any of its affiliatesPresident. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his the term of this Agreement and for one year thereafter (subject to clause (b) of this Section 8, the "Restricted Period"), the Employee shall not, without the written consent of the Company, directly or indirectly, (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business which is conducted in any of the jurisdictions in which the Company's business is conducted and which is competitive with the business in which the Company is engaged or plans to be engaged at the time Employees' employment by the Company and ceased; provided, however, that nothing contained herein will prevent Employee from owning less than five percent (5%) of any class of equity or debt securities listed on a national securities exchange or traded in any established over-the-counter securities market, so long as such involvement with the issuer of any such securities is solely that of a passive investor; (ii) for your own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, representatives or agents or (B) transact any business with any customer or supplier of the Company which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of yourself or any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of such offer or solicitation. (b) In the event that the Employee terminates his employment hereunder after a breach hereof by the Company, or if the Company terminates the Employee's employment hereunder other than for cause (as defined in Section 9(a) hereof), the covenant contained in Section 8(a) hereof shall extend for a period of one year thereafter, beyond the termination of the Employee's employment only if the Company shall pay to the Employee will notwith respect to such period an amount equal to the annual compensation otherwise provided for hereunder with respect to the immediately preceding year during the term hereof. This Section 8(b) shall be of no effect, unless acting with and the prior written consent Employee shall be subject to the restrictive covenant contained in Section 8(a) hereof without the Company being obligated to make the payments referred to in the preceding sentence, if the Company terminates its employment of the Board, directly Employee for cause (as defined in Section 9(a) hereof) or indirectly, own, manage, operate, join, control, finance or participate if the Employee terminates his employment hereunder 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 his name to be used in connection with, any business or enterprise engaged in absence of a geographic area in which the Company or any of its affiliates is operating either during his employment breach hereof by the Company or on Company. (c) The parties hereto intend that the Termination Datecovenants contained in this Section 8 shall be deemed a series of separate covenants for each country, as applicablestate, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")county and city. If, in any business that is a customer of, competitive tojudicial proceeding, a business from which court shall refuse to enforce all the Company or any separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business such covenants (taken in order of the Company cities, counties, states and its affiliates and countries therein which are lease populous) which if eliminated would permit the Employee's connection therewith is or will remaining separate covenants to be involved enforced in activity throughout such proceeding shall, for the Geographic Areapurpose of such proceeding, and that more limited geographical limitations on be deemed eliminated from the provisions of this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesSection 8. (bd) The foregoing restriction With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company shall not be construed entitled to prohibit specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the ownership by necessity of showing any actual damage or irreparable harm or the Employee of less than one percent (1%) posting of any class bond or furnishing of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingsecurity.

Non-Competition. (a) a. During his my employment by with the Company beginning with the effective date of this Agreement and for a period of one (1) year thereafterafter said employment is ended for any reason, including but not limited to the Employee will nottermination of my employment due to inadequate performance and regardless of whether such termination is initiated by the Company or by me, unless acting with the prior written consent I shall not within a seventy-five (75) mile radius of the BoardCompany’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly, own, manage, operate, join, control, finance or participate compete with the Company 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment conducted by the Company or on at the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business time that is a customer of, competitive to, a business from which employment ends. b. I shall be deemed to be competing with the Company if, among other things, I engage in or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notbecome interested in, directly or indirectly, as a sole proprietor, partner, shareholder, stockholder, member, lender, employee, consultant or advisor (for fee, profit, or otherwise), director, officer, clerk, principal, agent or trustee, or in any other individual or representative capacity whatsoever, in any firm, corporation or other enterprise engaging in any business conducted by the Company at the time of my termination of employment with the Company. c. I understand and agree that I shall not be considered to have breached this Agreement by reason of ownership of securities of any corporation, which securities are traded on any recognized United States stock exchange or in the over-the-counter market, if the aggregate amount of the securities of any such corporation which I might own does not exceed, in the case of any equity securities, five percent (5%) of the total equity represented by all equity securities of such corporation at the time outstanding, or in the case of any debt securities, five percent (5%) of the unpaid principal amount of any such debt securities at the time outstanding. d. As examples of the foregoing, and not in limitation thereof, during such onethe period of non-year period (a) competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or divert business fromcontact in any way, on behalf of myself, or attempt to convert on behalf of or in conjunction with others, any client, account customer or prospective client or customer of the Company Company, for the purpose of developing competing solutions or any of its affiliatesselling or servicing products sold or provided by the Company, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit related technical learning or attempt to hire any then employee of the Employer or of any of its affiliatestraining services. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than e. I further agree that during such one percent (1%) of any class of securities of any corporation which is engaged in year period, I will not intentionally or maliciously prejudice any of the foregoing businesses having a class of securities registered pursuant to prospects, existing accounts, customers or good will presently or previously served or enjoyed by the Securities Exchange Act of 1934Company. I also agree that I will not, provided that during such ownership represents a passive investment and that neither one (1) year period, disparage or criticize the Employee nor any group of persons including Employee Company, or its directors or officers, in any waycommunication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees. f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firm or corporation, either directly or indirectly, manages or exercises control of in any such corporationmanner whatsoever, guarantees any of its financial obligationsalienate, otherwise takes any part in its business, other than exercising his rights as a shareholdersolicit or employ, or seeks attempt to do alienate, solicit or employ, any of the foregoingCompany’s present employees, former employees subject to the foregoing or similar non-competition provision, customers or persons doing business with the Company. g. If any court shall determine that the duration, scope or geographical restrictions contained herein are unenforceable, it is the intention of the parties that the non-competition provision set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication. h. I acknowledge that the restrictions contained herein are reasonable and necessary for the protection of the Company’s legitimate business interests and that any violations of these restrictions would cause immediate, substantial and irreparable injury to the Company and/or its customers. In the event of any violation of these non-competition provisions, I agree that remedies at law will be insufficient to remedy such violations and that therefore the Company shall be entitled, in addition to remedies at law, to preliminary and permanent injunctive relief, attorneys’ fees, costs, and expenses and any other remedies at law and in equity. If the Employee breaches the terms of the Non-Competition or the Confidential Information provisions of this Agreement, the Company shall have no further obligation to provide the Employee with the severance payment described in Paragraph 10 of this Agreement. i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement and that their terms fairly and reasonably balance my right to earn a living and the Company’s need and right to protect its good will, competitive advantage, and confidential information.

Non-Competition. (a) During his employment By and in consideration of the Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Company’s agreement to provide the Executive access to the Confidential Information of the Company and its affiliates, the Executive agrees that, in the event that the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, the Executive shall not, for a one-year period of one year thereafter, following the Employee will not, unless acting with the prior written consent termination of the BoardExecutive’s employment (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, finance be employed by, or participate in the ownership, management, operation, operation or control or financing of, or be connected in any manner with, including, without limitation, holding any position as an a stockholder, director, officer, directorconsultant, independent contractor, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection withinvestor in, any business Competitive Enterprise (as defined below); provided, that in no event shall ownership of two percent (2%) or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast less of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) outstanding securities of any class of any issuer whose securities of any corporation which is engaged in any of the foregoing businesses having a class of securities are registered pursuant to under the Securities Exchange Act of 1934, provided that as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, issuer other than exercising his rights as a shareholderstockholder thereof. For purposes of this paragraph, “Competitive Enterprise” shall mean any Person that offers or provides products or services, or seeks to do engaged in any business, of the foregoingtype offered by Company or its affiliates or which the Company or its affiliates has documented plans to offer during the Restriction Period. Notwithstanding anything to the contrary set forth above, the restrictions in this Section shall not apply to Executive’s partial ownership of, and provision of advisory services to, National Benefit Programs, LLC.

Non-Competition. (a) a. During his my employment by with the Company beginning with the effective date of this Agreement and for a period of one (1) year thereafterafter said employment is ended for any reason, including but not limited to the Employee will nottermination of my employment due to inadequate performance and regardless of whether such termination is initiated by the Company or by me, unless acting with the prior written consent I shall not within a seventy-five (75) mile radius of the BoardCompany’s headquarters in Ephrata, Pennsylvania and/or its offices in Reading, Pennsylvania and State College, Pennsylvania, directly or indirectly, own, manage, operate, join, control, finance or participate compete with the Company 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment conducted by the Company or on at the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business time that is a customer of, competitive to, a business from which employment ends. b. I shall be deemed to be competing with the Company if, among other things, I engage in or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notbecome interested in, directly or indirectly, as a sole proprietor, partner, shareholder, stockholder, member, lender, employee, consultant or advisor (for fee, profit, or otherwise), director, officer, clerk, principal, agent or trustee, or in any other individual or representative capacity whatsoever, in any firm, corporation or other enterprise engaging in any business conducted by the Company at the time of my termination of employment with the Company. c. I understand and agree that I shall not be considered to have breached this Agreement by reason of ownership of securities of any corporation, which securities are traded on any recognized United States stock exchange or in the over-the-counter market, if the aggregate amount of the securities of any such corporation which I might own does not exceed, in the case of any equity securities, five percent (5%) of the total equity represented by all equity securities of such corporation at the time outstanding, or in the case of any debt securities, five percent (5%) of the unpaid principal amount of any such debt securities at the time outstanding. d. As examples of the foregoing, and not in limitation thereof, during such onethe period of non-year period (a) competition and within the geographic territory described in paragraph 7a above, I shall not directly or indirectly solicit or divert business fromcontact in any way, on behalf of myself, or attempt to convert on behalf of or in conjunction with others, any client, account customer or prospective client or customer of the Company Company, for the purpose of developing competing solutions or any of its affiliatesselling or servicing products sold or provided by the Company, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit related technical learning or attempt to hire any then employee of the Employer or of any of its affiliatestraining services. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than e. I further agree that during such one percent (1%) of any class of securities of any corporation which is engaged in year period, I will not intentionally or maliciously prejudice any of the foregoing businesses having a class of securities registered pursuant to prospects, existing accounts, customers or good will presently or previously served or enjoyed by the Securities Exchange Act of 1934Company. I also agree that I will not, provided that during such ownership represents a passive investment and that neither one (1) year period, disparage or criticize the Employee nor any group of persons including Employee Company, or its directors or officers, in any waycommunication of whatever nature with any third parties, including but not limited to directors of the Company, its vendors, customers, suppliers and employees. f. While employed by the Company and for one (1) year thereafter, I shall not, for myself or any other employer, person, firm or corporation, either directly or indirectly, manages or exercises control of in any such corporationmanner whatsoever, guarantees any of its financial obligationsalienate, otherwise takes any part in its business, other than exercising his rights as a shareholdersolicit or employ, or seeks attempt to do alienate, solicit or employ, any of the foregoingCompany's present employees, former employees subject to the foregoing or similar non-competition provision, customers or persons doing business with the Company. g. If any court shall determine that the duration, scope or geographical restrictions contained herein are unenforceable, it is the intention of the parties that the non-competition provision set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable. Such amendment shall apply only with respect to the operation of this provision in the jurisdiction of the court which has made the adjudication. h. I acknowledge that the restrictions contained herein are reasonable and necessary for the protection of the Company's legitimate business interests and that any violations of these restrictions would cause immediate, substantial and irreparable injury to the Company and/or its customers. In the event of any violation of these non-competition provisions, I agree that remedies at law will be insufficient to remedy such violations and that therefore the Company shall be entitled, in addition to remedies at law, to preliminary and permanent injunctive relief, attorneys' fees, costs, and expenses and any other remedies at law and in equity. If the Employee breaches the terms of the Non-Competition or the Confidential Information provisions of this Agreement, the Company shall have no further obligation to provide the Employee with the severance payment described in Paragraph 10 of this Agreement. i. I acknowledge and agree that the covenants set forth above are essential and material parts of this Agreement and that their terms fairly and reasonably balance my right to earn a living and the Company's need and right to protect its good will, competitive advantage, and confidential information.

Non-Competition. During the Non-competition Period, Executive shall not (a) During his employment by except as an officer, director, employee, agent or consultant of the Company and for a period or any of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, its Affiliates) directly or indirectly, own, manage, operate, join, controlor have a financial interest in, finance control or participate in the ownership, management, operation, operation or control or financing of, or be connected employed as an officer, director, employee, partneragent or consultant, principalor in any other individual or representative capacity whatsoever, agent, representative, consultant or otherwise with or use or permit his her name to be used in connection with, or be otherwise connected in any manner with any business or enterprise engaged in a geographic area in enterprise, wherever located, which is similar to or competitive with the business carried on or planned by the Company or any of its affiliates is operating either Affiliates at any time during his employment by the Company or on one year immediately preceding the Termination Date, as applicable, presently on the East Coast termination of the United States or at any port in Employment Period, unless Executive shall have obtained the Gulf prior written consent of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")Board; provided, in any business that is a customer ofhowever, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less not more than one two percent (12%) of any class of securities of any corporation which is engaged in any of the foregoing businesses businesses, having a class of securities registered pursuant to Sections 12(b) or 12(g) of the Securities Exchange Act of 19341934 Act, which securities are publicly owned and regularly traded on any national securities exchange or in the over-the-counter market; provided further, that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee Executive 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 its business, business other than exercising his her rights as a shareholderstockholder, or seeks to do any of the foregoing. Upon the written request of Executive following termination of the Employment Period, the Company shall provide a list of businesses or enterprises that at the time of termination of the Employment Period or during the preceding one year, have been planned by the Company or any of its Affiliates. For purposes of this Agreement, the Non-competition Period shall mean (i) the Employment Period, (ii) one year following termination of the Employment Period if terminated by the Company for Cause or by Executive other than for Good Reason; and (iii) any period during which Executive is receiving Termination Payments as a result of the Company's termination of the Employment Period other than for Cause or Executive's termination of the Employment Period for Good Reason. In the event that the Company terminates the Employment Period other than for Cause, or if Executive terminates the Employment Period for Good Reason, Executive may elect at any time after such termination, by ten (10) days advance written notice to the Company, to terminate the Non-Competition Period. On and after such election, the Company shall have no further obligation to make any Termination Payments, except for such amounts as shall have been accrued prior to the date of such election. Such election shall not effect any of the rights of the Company with respect to the Non-Competition Period occurring prior to such election. Notwithstanding anything contained herein to the contrary, Executive shall be relieved of the provisions of this Section 8 upon termination of the Employment Period (other than by reason of termination for Cause, without Cause or for Good Reason) as a result of non-renewal, whether at the Company's or Executive's election.

Non-Competition. (a) During his employment By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Executive agrees that the Executive shall not, during the Term and for a period of one year thereafter, six (6) months thereafter (the Employee will not, unless acting with the prior written consent of the Board“Restriction Period”), directly or indirectly, own, manage, operate, join, control, finance be employed by, or participate in the ownership, management, operation, operation or control or financing of, or be connected in any manner with, including, without limitation, holding any position as an a principal, agent, owner, stockholder, director, officer, directorconsultant, advisor, independent contractor, employee, partner, principalor investor in, agentany Restricted Enterprise (as defined below), representative, consultant or otherwise with howsoever own, operate, carry on or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port engage in the Gulf operation of Mexico (whether or not such business is physically located within those areas) (otherwise work for or assist the "Geographic Area"), in any business that is a customer operation of, competitive to, a business from which the Company or have any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company financial interest in or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notprovide, directly or indirectly, during such one-year period financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any Restricted Enterprise; provided, that in no event shall ownership of one percent (a1%) solicit or divert business fromless of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or attempt exercise, any rights to convert manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any client, account or customer Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its affiliatesAffiliates, whether existing at or (ii) proposed to be conducted by the date hereof Company or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. Affiliates in the Company’s or its Affiliate’s business plan as in effect at that time (b) The foregoing restriction shall not be construed to prohibit or following the ownership by Term, the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged business plan as in any effect as of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any last day of the foregoingTerm). During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

Non-Competition. (aIn return for employment in the capacity set forth under this Agreement, during the Employment Term and, in the event of the termination of this Agreement pursuant to the provisions of Section 5(a)(ii) During his employment by the Company and hereof, for a period of one year twelve (12 months) thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during (i) in any capacity whatsoever, either on Employee's own behalf or on behalf of any other person or entity with whom Employee may be employed or associated, be employed by, be a consultant to, be an officer or director of, or be connected in any manner with, a person or agency engaged in the electronic media computer software or servicing business (notwithstanding the immediately preceding clause, nothing herein shall prohibit Employee from owning 5% or less of any securities of a competitor engaged in the electronic media computer software or servicing business if such onesecurities are listed on a nationally recognized securities exchange or traded over-year period the-counter on the National Association of Securities Dealers Automated Quotation System or otherwise); (aii) interfere with the employment relationship between Employer and its employees by directly or indirectly soliciting any such individual to participate in, or be employed by, any business venture other than the Employer; (iii) solicit any business related to the business of Employer from any client or divert business from, prospective client of Employer at or attempt to convert any client, account or customer before the termination date of the Company Employee's employment with Employer for himself or for any entity in which the Employee has an interest or by which Employee is employed or engaged; or (iv) seek to divert or dissuade from continuing to do business with or entering into business with Employer or any of its affiliatesaffiliates or related entities, whether existing at the date hereof any supplier, customer or acquired during Employee's employment nor (b) following Employee's employmentother person or entity that had a business relationship with or with which Employer, solicit its subsidiaries or attempt to hire any then employee of the Employer or of any of its affiliatesaffiliates or related entities was actively planning or pursuing a business relationship at or before the termination of Employee. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and term of this Agreement or any renewal thereof and, at the Company's option for a period of up to one year thereafter, should the Employee Executive's contract be terminated or not be renewed, the Executive agrees that he will not, unless acting with not within the prior written consent geographical area of the BoardUnited States, engage, either directly or indirectly, own, manage, operate, join, control, finance individually or participate in the ownership, management, operation, control or financing of, or be connected as an owner, partner, joint venturer, employee, officer, director, employeestockholder, partnerconsultant, principalindependent contractor or lender of or to any corporation, agent, representative, consultant holding company or otherwise with or use or permit his name to be used in connection with, any other business or enterprise engaged entity which is in a geographic area in which business similar to that of the Company or any of its affiliates is operating either during affiliates. In the event that the Company chooses to exercise its option to prevent the Executive from competing with the Company 6 following termination or non-renewal of his employment, the Company shall notify the Executive in writing within two (2) weeks following his last day of employment or within two (2) weeks of notice by the Company of its decision that the Executive shall take a leave-of-absence, in either case specifying the period of up to one year following termination, resignation, or on non-renewal of employment during which such competitive activity shall be prohibited. In the Termination Dateevent the Company exercises its option, the Company shall continue to pay Executive his Base Salary at the time of termination, resignation or non-renewal for the period during which the Executive is prohibited from competition with the Company. Notwithstanding the foregoing, the Executive (as applicable, presently on the East Coast hereinbefore described in Section 2(d)) may own five (5%) percent of the United States or at any port in the Gulf securities of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that in competition with the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the Executive becoming a record or beneficial owner at the date hereof or acquired during Employee's employment nor any time of more than five (b5%) following Employee's employment, solicit or attempt to hire any then employee percent of the Employer or equity securities of any of its affiliatessaid business entity. (b) The foregoing restriction Executive shall not be construed during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, employ, retain or arrange to prohibit the ownership have any other person or entity employ or retain any person who was employed by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligationsaffiliated companies having an annual compensation of at least U.S. $50,000 per annum during the term of this Agreement or any renewal thereof. (c) If any provision of this Section is held to be unenforceable because of the scope, otherwise takes any part duration or area of its applicability or otherwise, the legal entity making that determination will have the power to modify the scope, duration or area, or all of them, and the provision will then apply in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingmodified form.

Non-Competition. (a) During his the term of this Agreement (subject to clause (b) of this Section 8, the "Restricted Period"), the Employee shall not, without the written consent of the Company, directly or indirectly: (i) become associated with, render services to, invest in, represent, advise or otherwise participate in as an officer, employee, director, stockholder, partner, promoter, agent of, consultant for or otherwise, any business anywhere which is competitive with the business in which the Company is engaged or plans to be engaged at the time Employees' employment by the Company and for a period of one year thereafterceased; provided, the however, that nothing contained herein will prevent Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least owning less than five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (15%) of any class of equity or debt securities listed on a national securities exchange or traded in any established over-the-counter securities market, so long as such involvement with the issuer of any corporation such securities is solely that of a passive investor; (ii) for his own account or for the account of any other person or entity (A) interfere with the Company's relationship with any of its suppliers, customers, representatives or agents or (B) transact any business with any customer or supplier of the Company which transacts or has transacted business with the Company at any time during the term of this Agreement; or (iii) employ or otherwise engage, or solicit, entice or induce on behalf of himself or any other person or entity, the services, retention or employment of any person who has been an employee, sales representative, consultant to or agent of the Company within one year of the date of the last date of such person or entity's employment with the Company. (b) In the event that the Employee's employment hereunder is engaged terminated by Employee for any reason or is terminated by the Company with cause, or the term of Employee's employment expires and is not renewed by the Company, the covenant contained in Section 8(a) hereof shall extend for a period of two (2) years beyond the termination of the Employee's employment but shall be limited in geographic scope to the area within one hundred (100) miles of any of the foregoing businesses having Company's or its affiliates' business locations. (c) The parties hereto intend that the covenants contained in this Section 8 shall be deemed a class series of securities registered separate covenants for each country, state, county and city. If, in any judicial proceeding, a court shall refuse to enforce all the separate covenants deemed included in this Section 8 because, taken together, they cover too extensive a geographic area, the parties intend that those of such covenants (taken in order of the cities, counties, states and countries therein which are lease populous) which if eliminated would permit the remaining separate covenants to be enforced in such proceeding shall, for the purpose of such proceeding, be deemed eliminated from the provisions of this Section 8. (d) With respect to the covenants contained in Sections 7 and 8 of this Agreement, Employee agrees that any remedy at law for any breach or threatened or attempted breach of such covenants may be inadequate and that the Company shall be entitled to specific performance or any other mode of injunctive and/or other equitable relief to enforce its rights hereunder or any other relief a court might award without the necessity of showing any actual damage or irreparable harm or the posting of any bond or furnishing of other security. (e) Notwithstanding the foregoing, the provisions of this Paragraph 8 shall be null and void in the event the Company defaults on any of its obligations to Seller pursuant to the Securities Exchange Act Asset Purchase Agreement dated as of 1934July 20, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing1998.

Non-Competition. Subject to the provisions of Section 3.2, Employee agrees that during the Non-Competition Period (a) During his employment by the Company and for a period of one year thereafteras hereinafter defined), the Employee he will not, unless acting with the prior written consent of the Boardnot in any manner, directly or indirectly, ownexcept as specifically contemplated by the terms of his employment or expressly set forth in this Agreement, manage(i) be employed by, operate, join, control, finance engaged in or participate in the ownership, management, operation, operation or control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant act in any advisory or otherwise with or use or permit his name to be used in connection withother capacity for, any business or enterprise engaged in a geographic area in entity which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States now or at any port in time during the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), Non-Competition Period engages in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notcompetitive, directly or indirectly, during with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such one-year period area to other unaffiliated entities, (aii) solicit or divert business from, or attempt to convert any client, account or customer of the Company from CCL or any of its affiliatessubsidiaries or divisions any business or any customer, whether existing or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) on his own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment or other retention of any employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the voting rights or equity ownership of such entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the date hereof or acquired during time of termination of Employee's employment nor if (bi) following within three (3) months after the termination of Employee's employment, solicit CCL or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction subsidiaries or divisions shall not be construed have entered into a letter of intent or made a public announcement of intention to prohibit the ownership by the Employee of less than engage in business in such geographical area or (ii) within one percent (1%) year after the termination of any class of securities of any corporation which is engaged in Employee's employment, CCL or any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the foregoing businesses having Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a class termination of securities registered employment pursuant to the Securities Exchange Act provisions of 1934Section 6.1, the provisions of this Section 7.3 shall extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that such ownership represents in the case of a passive investment and that neither termination of employment pursuant to the Employee nor any group provisions of persons including Employee Sections 6.3, the provisions of this Section 7.3 shall extend until the last payment of Base Salary is made pursuant to Section 6.3(A) (the period described 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 its business, other than exercising his rights this sentence is referred to herein as a shareholder, or seeks to do any of the foregoing"Non-Competition Period").

Non-Competition. (a) During his The Executive agrees that he will not at any time during the Term of Employment or thereafter disclose or use any confidential information of a proprietary nature relating to the Company or any Affiliate, and their respective businesses, which information shall have been obtained by the Executive during the Executive's employment by the Company or any Affiliate. For this purpose, "confidential information of a proprietary nature" shall include pricing policies, technical processes, formulae, inventions, research projects or other information regarding the financial and for a period business affairs of one year thereafterthe Company or any Affiliate that at the time in question have not been disclosed to the public or within the relevant trade or industry. Notwithstanding the foregoing provisions of this Section 17, the Employee will notExecutive may disclose or use any such information (i) as such disclosure or use may be required or appropriate in the course of his employment with the Company, unless acting (ii) when required by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction, or (iii) with the prior written consent of the BoardCompany. (b) The Executive agrees that at the time of the termination of his employment with the Company, whether at the instance of the Executive or the Company, and regardless of the reasons therefor, he will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical matter and computer files containing information, including any and all documents significant to the conduct of the business of the Company or any subsidiary or Affiliate of the Company which are in his possession, except for any documents for which the Company or any subsidiary or Affiliate of the Company has given written consent to removal at the time of the termination of the Executive's employment and his personal rolodex, personal files, phone book and similar items. (c) During the Term of Employment and for a period of two years following the termination of his employment, the Executive shall not, other than in the course of performing his duties hereunder during the Term of Employment or as agreed by the Company in writing, engage in a "Competitive Business", directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officerindividual, partner, shareholder, director, employee, partnerofficer, principal, agent, representativeemployee, consultant trustee, consultant, or otherwise with in any other relationship or use or permit his name to be used capacity, in connection with, any business or enterprise engaged in a geographic area location in which the Company or any of its affiliates Affiliates is operating either during engaged in business. The Executive shall not be deemed to be in violation of this Section 17(c) from (i) his employment by the Company or on the Termination Dateacquiring, solely as applicablean investment, presently on the East Coast up to five percent (5%) of the United States outstanding equity securities (measured by value) of any entity, (ii) his becoming a consultant, advisor and/or agent to any entity providing consulting, investing or at other services to any port in Competitor, so long as the Gulf of Mexico (whether Executive does not render services or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notadvice, directly or indirectly, during such one-year period (a) solicit to any Competitor or divert business from, or attempt to convert any client, account or customer Affiliate of the Company Competitor or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (biii) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation his becoming affiliated with an entity which is engaged in any of the foregoing businesses having not a class of securities registered pursuant to the Securities Exchange Act of 1934, Competitor which is subsequently acquired by or merged with a Competitor; provided that following such ownership represents a passive investment and that neither the Employee nor acquisition or merger, his duties do not involve any group of persons including Employee in responsibilities with regard to 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingCompetitive Business.

Non-Competition. (a) During his Executive hereby agrees that, for the duration of Executive's employment by with the Company and for a period of one year two (2) years thereafter, the Employee Executive will not, unless acting with without the prior written consent of the BoardCompany, directly or indirectly, engage or invest in, own, manage, operate, joinfinance, control, finance control or participate in the ownership, management, operation, financing or control or financing of, be employed by, associated with, or be in any manner connected as an officerwith, directorlend Executive's name to, employee, partner, principal, agent, representative, consultant lend Executive's credit to or otherwise with render services or use or permit his name to be used in connection withadvice to, any business whose products or enterprise engaged activities compete in a geographic area whole or in part with the former, current or currently contemplated products or activities of the Company or any of its subsidiaries, in any state of the United States or in any country in which the Company or any of its affiliates is operating either during his employment by the Company subsidiaries sells products or on the Termination Dateconducts business; PROVIDED, as applicableHOWEVER, presently on the East Coast of the United States that Executive may purchase or at any port in the Gulf of Mexico otherwise acquire up to (whether or but not such business is physically located within those areasmore than) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided as amended. Executive agrees that such ownership represents this covenant is reasonable with respect to its duration, geographical area, and scope. (b) In the event of a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control breach by Executive of any covenant set forth in this Section 14, the term of such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any covenant will be extended by the period of the foregoingduration of such breach. (c) For the period following the termination of Executive's employment with the Company during which the provisions of this Section 14 apply, Executive will, within ten days after accepting any employment, advise the Company of the identity of any employer of Executive. The Company may serve notice upon each such employer that Executive is bound by this Agreement and furnish each such employer with a copy of this Agreement or relevant portions hereof.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise in competition with Maritrans Inc., the Company or any of its Affiliates and engaged in a geographic area in which Maritrans Inc., the Company or any of its affiliates Affiliates is operating either (i) on the date of reference, during his employment by the Company or (ii) following his Termination Date, on the Termination Date, as applicable, . The Employee recognizes that the Company presently operates on the East Coast of the United States or and at any port all ports in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "“Geographic Area"”), in . “Competition” includes any business that is a customer of, competitive to, or in a business segment from which Maritrans Inc., the Company or any of its affiliates Affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of Maritrans Inc., the Company or any of its affiliatesAffiliates, whether existing at the date hereof or acquired during Employee's ’s employment nor (b) following Employee's ’s employment, solicit solicit, hire or attempt to hire any then employee of the Employer Maritrans Inc. or of any of its affiliatestheir Affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment In view of the unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company and for a period of one year thereafterunder this Agreement or otherwise, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected Participate In (as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, defined below) any other business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Dateorganization, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business or organization now is physically located within those areas) (the "Geographic Area"), in any business that is or shall then be competing with or of a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that nature similar to the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer profession of the Company or any of its affiliatesthe Companies, whether existing at and (ii) for a period of two years after he ceases to be employed by the date hereof or acquired during Company under this Agreement as a result of Employee's employment nor (bvoluntary action or pursuant to Section 11(a) following Employee's employmenthereof, solicit he will not compete with or attempt to hire be engaged in the same business as or Participate In any then employee of the Employer other business or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation organization which during such two year period competes with or is engaged in the same business as the Company or any of the foregoing businesses having a class of securities registered pursuant Companies with respect to any product or service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the Securities Exchange Act time of 1934, provided that such ownership represents cessation within a passive investment and that neither 100-mile radius of the Employee nor any group location of persons including Employee in any way, either directly the Company's or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingCompanies' principal offices on the date on which Employee ceases to be employed by the Company under this Agreement, except that in each case the provisions of this Section 7 will not be deemed breached merely because Employee owns not more than 1% of the outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or is regularly traded in the over-the-counter market by a member of a national securities exchange.

Non-Competition. (a) During his employment by the Company Employment Term and for a period of one year two years thereafter, the Employee will not, unless acting pursuant hereto or with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company Employment Term or on the Termination Datedate Employee's employment terminates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, to a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company Employment Term or on the Termination Datedate Employee's employment terminates, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The In addition, Employee also shall agrees that he will not, for a period of two years after the expiration or termination of the Employee's employment with the Company, unless such termination follows a Change of Control, as defined below, without the prior written consent of the Company, whether directly or indirectly, during such one-year period (a) solicit employ, whether as an employee, officer, director, agent, consultant or divert business fromindependent contractor, or attempt to convert solicit the employment of, any clientmanagerial or higher level person who is or at any time during the previous twelve months was an employee, account representative, officer or customer director of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafterRestricted Period, the Employee will Shareholder shall not, unless acting with directly or indirectly,without the prior written consent of the BoardLa-Man, directly or indirectly, (i) 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 consultant, licensor, licensee or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in any business which is competitive with the Company or any business of its affiliates is operating either during his employment by the Company or on the Termination DateAd Art and Acquisitions Corp., as applicable, presently on the East Coast within each of the United States or at any port geographical units which are listed in the Gulf of Mexico (whether or not such business is physically located within those areas) Appendix A hereto (the ---------- "Geographic AreaTerritory"), or (ii) engage in any other manner, within the Territory, in any business that which is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that with the business of Ad Art and Acquisitions Corp. For the Company purposes of this Section 3, the "business of Ad Art and its affiliates and Acquisitions Corp." shall be defined as set forth in Appendix B hereto. Notwithstanding the Employee's connection therewith is or will ---------- above, Shareholder shall not be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, deemed to be engaged directly or indirectlyindirectly in any business in contravention of subparagraphs (i) or (ii) above, during if Shareholder participates in any such one-year period (a) solicit business solely as a passive investor holding up to 1% of the equity securities of a company or divert business frompartnership, which securities are publicly traded, or attempt to convert any client, account Shareholder is employed by a business or customer of enterprise that is engaged primarily in a business other than the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or business of any of its affiliates. (b) The foregoing restriction shall Acquisitions Corp., Ad Art or La-Man and Shareholder does not apply his or her expertise at such business or enterprise to that part of such business or enterprise that is or could be construed to prohibit competitive with the ownership by the Employee of less than one percent (1%) business of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Acquisitions Corp., provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Ad Art or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingLa-Man.

Non-Competition. (a) During his employment by the Company BPLSC and for a period of one year 18 months thereafter, the Employee Muther will not, unless acting with the prior written consent of the Chairman of the Board, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, control operation or financing ofcontrol, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, (i) any business or enterprise engaged that competes with the Partnerships in a geographic area in which the Company any business or any enterprise that contributes more than ten percent (10%) of its affiliates is operating BGH’s consolidated gross revenues, either during his employment by the Company BPLSC or on the Termination Date, as applicable, presently on the East Coast of the United States in any state in which such business or at any port in the Gulf of Mexico enterprise is so operated (whether or not such business is physically located within those areas) (the "“Geographic Area"”), or (ii) in any business or enterprise that is a customer of, competitive to, a business from which of the Company or any of its affiliates derive Partnerships if BGH derives at least five percent of its respective consolidated gross revenues either during his employment by the Company BPLSC or on the Termination Date, as applicable, from such customer. It is recognized by the Employee Muther that the business of the Company Partnerships and its affiliates and the Employee's Muther’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee Muther also shall not, directly or indirectly, during such one18-year month period (ai) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesPartnerships, whether existing at the date hereof or acquired during Employee's Muther’s employment nor (bii) following Employee's Muther’s employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesPartnerships. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Muther of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee Muther nor any group of persons including Employee Muther 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company BPLSC and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, control operation or financing ofcontrol, or be connected as an officer, director, manager, member, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, with any business or enterprise engaged enterprise, anywhere in a geographic area in which the Company or world (the “Geographic Area”), that (A) competes with any material line of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast business of the United States BPL Entities, or at any port in the Gulf of Mexico (whether or not such business is physically located within those areasB) (the "Geographic Area"), in any business that is a customer of, competitive to, a of the BPL Entities which materially contributes to any material line of business from which of the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableBPL Entities. It is recognized by the Employee that the BPL Entities’ business of the Company and its affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (ai) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesBPL Entities, whether existing at the date hereof or acquired during Employee's ’s employment nor (bii) following Employee's employment, solicit or attempt to hire any then employee of the Employer BPL Entities or any person who has been an employee of the BPL Entities at any time during the year prior to such Termination of its affiliatesEmployment. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise in competition with Maritrans Inc., the Company or any of its Affiliates and engaged in a geographic area in which Maritrans Inc., the Company or any of its affiliates Affiliates is operating either (i) on the date of reference, during his employment by the Company or (ii) following his Termination Date, on the Termination Date, as applicable, . The Employee recognizes that the Company presently operates on the East Coast of the United States or and at any port all ports in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "“Geographic Area"”), in . “Competition” includes any business that is a customer of, competitive to, or in a business segment from which Maritrans Inc., the Company or any of its affiliates Affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of Maritrans Inc., the Company or any of its affiliatesAffiliates, whether existing at the date hereof or acquired during Employee's ’s employment nor (b) following Employee's ’s employment, solicit solicit, hire or attempt to hire any then employee of the Employer Maritrans Inc or of any of its affiliatestheir Affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment At all times while the Executive is employed by the Company and for a one (1) year period after the termination of one year thereafterthe Executive's employment with the Company for any reason, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, during engage in or have any interest in 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 (or through any affiliated entity) engages in competition with the Company located within a fifty (50) mile radius of Company's current place of business or any subsequent location Company may conduct business from where the Company markets and sells its products or its services (for this purpose, any business that engages in the retail or wholesale automotive parts and accessories business shall be deemed to be in competition with the Company); provided that such one-year period (a) solicit or divert business from, or attempt provision shall not apply to convert any client, account or customer the Executive's ownership of Common Stock of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership acquisition by the Employee of less than one percent (1%) of any class Executive, solely as an investment, of securities of any corporation which issuer that is engaged in any registered under Section 12(b) or 12(g) of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided 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, 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 controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. During the term of Executive's employment relationship with Company, the geographical limitation of a fifty (50) mile radius contained above shall not be applicable, and Executive shall be prohibited from such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any and/or activity regardless of the foregoinggeographical location of such other business.

Non-Competition. (a) During his employment In consideration of the Investor entering into the transactions contemplated by the Company Preferred Shares Purchase Agreement and for performing its obligations thereunder, each Shareholder (each a “Covenanter”) severally but not jointly hereby agrees that: (i) During the period from the Service Termination Date to and including the second anniversary of one year thereafterthe Service Termination Date (the “Non-compete Period”), the Employee will each Covenanter shall not, unless acting with the prior written consent and shall procure that each of the Boardhis or her Affiliates do not, directly or indirectly, ownown any interest in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected (whether as an owner, operator, manager, consultant, officer, director, employee, partner, principalinvestor, agent, representativerepresentative or otherwise), consultant consult with, render services (including through outsourcing, or as an intermediary or agent or otherwise) for or otherwise with engage in or use or permit his name provide assistance to be used any Competing Business in connection withthe PRC, Hong Kong and any business or enterprise engaged in a geographic area other country in which the Company or any its Subsidiaries engage in business; provided, however, nothing in this Section 4 shall prohibit such Covenanter from being passive owners of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities the outstanding shares of any corporation which is engaged publicly traded, so long as such Covenanter has no active participation in the business of such corporation. (ii) During the Non-compete Period, such Covenanter shall not, directly or indirectly through another entity, (A) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any of its employees, (B) hire any person who was an employee of the Company or any of its Subsidiaries within one hundred and eighty (180) days prior to the time such employee is hired by such covenanter or such entity, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of the Company or any of its Subsidiaries to cease or refrain from doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company or any of its Subsidiaries) or (D) directly or indirectly acquire or attempt to acquire an interest in any Competing Business or any business with which the Company or any of its Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of its Subsidiaries (regardless of whether such business is a Competing Business); provided that none of the foregoing businesses having a class shall apply with respect to or limit any Covenanter in the performance of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly his or indirectly, manages her duties as an executive or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any employee of the foregoingCompany or any Subsidiary thereof.

Non-Competition. (a) During his employment by the Company term of this Agreement or any renewal thereof, and for a period of one year thereafter, should the Employee Executive's contract not be renewed, the Executive agrees that he will not, unless acting with not within the prior written consent geographical area of the BoardUnited States, engage, either directly or indirectly, own, manage, operate, join, control, finance individually or participate in the ownership, management, operation, control or financing of, or be connected as an owner, partner, joint venturer, employee, officer, director, employeestockholder, partnerconsultant, principalindependent contractor or lender of or to any corporation, agent, representative, consultant holding company or otherwise with or use or permit his name to be used in connection with, any other business or enterprise engaged entity which is in a geographic area in which business similar to that of the Company or any of its affiliates is operating either during his employment by affiliates. Notwithstanding the Company or on foregoing, the Termination Date, Executive (as applicable, presently on the East Coast hereinbefore described in Section 2(d)) may own five (5%) percent of the United States or at any port in the Gulf securities of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that in competition with the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing which securities are regularly traded on a public exchange, provided that any such ownership shall not result in the Executive becoming a record or beneficial owner at the date hereof or acquired during Employee's employment nor any time of more than five (b5%) following Employee's employment, solicit or attempt to hire any then employee percent of the Employer or equity securities of any of its affiliatessaid business entity. (b) The foregoing restriction Executive shall not be construed during the term of his Employment under this Agreement or any renewal thereof, and for a period of one (1) year thereafter, employ, retain or arrange to prohibit the ownership have any other person or entity employ or retain any person who was employed by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligationsaffiliated companies having a salary of at least U.S. $50,000 per annum during the term of this Agreement or any renewal thereof. (c) If any provision of this Section is held to be unenforceable because of the scope, otherwise takes any part duration or area of its applicability or otherwise, the legal entity making that determination will have the power to modify the scope, duration or area, or all of them, and the provision will then apply in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingmodified form.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafterafter a Termination following a Change of Control, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination DatePennsylvania, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), ) in any business that is a customer of, competitive to, to or a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableCompany. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition Competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer Company or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. 6.1 During the Term and for a three (a3) During his year period following the date the employment of Employee by the Company and for a period or any of one year thereafterits affiliates has ended (whether or not such employment is pursuant to this Agreement), the Employee will not, unless acting pursuant hereto or with the prior written consent of the BoardBoard of Directors of the Company, directly or indirectly, 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 principal or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged within any portion of the United States in a geographic area any business in which the Company or any was engaged at the date of its affiliates is operating either during his termination of Employee's employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in time for one year prior to or after termination of employment with the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableCompany. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in internet auction site activity throughout the Geographic AreaUnited States, and that more limited geographical limitations on this non-competition covenant and the non-solicitation covenant set forth in Section 7 hereof are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) 6.2 The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee of less not more than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934businesses, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholdersecurity owner, or seeks to do any of the foregoing.

Non-Competition. Subject to the provisions of Section 3.2, Employee agrees that during the Non-Competition Period (a) During his employment by the Company and for a period of one year thereafteras hereinafter defined), the Employee she will not, unless acting with the prior written consent of the Boardnot in any manner, directly or indirectly, ownexcept as specifically contemplated by the terms of her employment or expressly set forth in this Agreement, manage(i) be employed by, operate, join, control, finance engaged in or participate in the ownership, management, operation, operation or control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant act in any advisory or otherwise with or use or permit his name to be used in connection withother capacity for, any business or enterprise engaged in a geographic area in entity which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States now or at any port in time during the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), Non-Competition Period engages in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notcompetitive, directly or indirectly, during with the business of CCL or any of its subsidiaries or divisions within any greater metropolitan area in which CCL or any of its subsidiaries or divisions are currently engaged in business or, at the termination of Employee's employment, within which there was a bona fide intention on the part of CCL or any of its subsidiaries or divisions to engage in business in the future, except that Employee may be retained in an "in-house" or similar position relating to the area of communications and content strategy for, or research relating to the implementation of, or the design and production of, intranets, extranets or internets by an entity which is not engaged in the business of providing services in such one-year period area to other unaffiliated entities, (aii) solicit or divert business from, or attempt to convert any client, account or customer of the Company from CCL or any of its affiliatessubsidiaries or divisions any business or any customer, whether existing or divert from CCL or any of its subsidiaries or divisions any supplier thereto, in each case which customer or supplier was a customer or supplier of CCL or any of its subsidiaries or divisions during the eighteen (18) months immediately preceding such date of solicitation or diversion, or assist any person, firm or corporation in doing so or attempting to do so, or (iii) on her own behalf or on behalf of any person or entity, directly or indirectly, hire or solicit the employment or other retention of any employee or consultant who was employed or retained by CCL or any of its subsidiaries or divisions at any time during the twelve (12) months immediately preceding such date of hiring or solicitation; provided, however, that, notwithstanding the foregoing, nothing herein shall preclude Employee from making solely passive investments in any class or series of equity securities of any entity which is publicly traded so long as Employee shall not own or control, directly or indirectly, either as principal, manager, partner, investor, lender or in any other capacity, equity securities which constitute five percent (5%) or more of the voting rights or equity ownership of such entity. For purposes of this Section 7.3, a "bona fide intention" to engage in business in a certain geographical area shall be deemed not to have existed at the date hereof or acquired during time of termination of Employee's employment nor if (bi) following within three (3) months after the termination of Employee's employment, solicit CCL or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction subsidiaries or divisions shall not be construed have entered into a letter of intent or made a public announcement of intention to prohibit the ownership by the Employee of less than engage in business in such geographical area or (ii) within one percent (1%) year after the termination of any class of securities of any corporation which is engaged in Employee's employment, CCL or any of its subsidiaries or divisions shall not have consummated an agreement to engage, or otherwise actually engaged, in business in such geographical area. The provisions of this Section 7.3 shall extend for the foregoing businesses having Term and survive the Term for eighteen (18) months after the end of the Term; provided, however, that in the case of a class termination of securities registered employment pursuant to the Securities Exchange Act provisions of 1934Section 6.1, the provisions of this Section 7.3 shall extend until eighteen (18) months after the last payment of Base Salary is made pursuant to Section 6.1(i); provided further, however, that such ownership represents in the case of a passive investment and that neither termination of employment pursuant to the Employee nor any group provisions of persons including Employee Sections 6.3, the provisions of this Section 7.3 shall extend until the last payment of Base Salary is made pursuant to Section 6.3(A) (the period described 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 its business, other than exercising his rights this sentence is referred to herein as a shareholder, or seeks to do any of the foregoing"Non-Competition Period").

Non-Competition. Executive agrees as follows, except in the event of a termination pursuant to Section 5.03, in which event this section is inapplicable: (a) During Executive agrees that during the term of his employment by with the Company, neither he nor any of his Affiliates (Executive’s Affiliates is defined as any legal entity in which Executive directly or indirectly owns at least a 50% interest or any entity or person which is under the control of the Executive) will directly or indirectly compete with the Company in any way in any business in which the Company or its Affiliates is engaged in, and for a period of one year thereafter, the Employee that he will not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected not act as an officer, director, employee, partnerconsultant, principalshareholder, agentlender, representative, consultant or otherwise with or use or permit his name to be used agent of any entity which is engaged in connection with, any business of the same nature as, or enterprise engaged in a geographic area competition with the businesses in which the Company is now engaged or in which the Company becomes engaged during the term of employment; provided, however, that this Section shall not prohibit Executive or any of its affiliates is operating either his Affiliates from purchasing or holding an aggregate equity interest of up to 10% in any publicly traded business in competition with the Company, so long as Executive and his Affiliates combined do not purchase or hold an aggregate equity interest of more than 10%. Furthermore, Executive agrees that during the term of employment, he will not accept any board of director seat or officer role or undertake any planning for the organization of any business activity competitive with the Company (without the approval of the Board of Directors) and Executive will not combine or conspire with any other Executives of the Company for the purpose of the organization of any such competitive business activity. (b) In order to protect the Company against the unauthorized use or disclosure of any confidential information of the Company presently known or hereinafter obtained by Executive during his employment by under this Agreement, Executive agrees that for a period of six (6) months following the Company or on the Termination Datetermination of this Agreement for any reason, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or neither Executive nor any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination DateAffiliates, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notshall, directly or indirectly, during such one-year period (a) solicit for itself or divert business fromhimself or on behalf of any other corporation, person, firm, partnership, association, or attempt to convert any clientother entity (whether as an individual, account agent, servant, employee, employer, officer, director, shareholder, investor, principal, consultant or customer in any other capacity): (i) engage or participate in any business, regardless of where situated, which engages in direct market competition with such businesses being conducted by the Company or any during the term of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates.; or (bii) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of assist or finance any class of securities of any corporation which is engaged person or entity in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee manner or in any way, either directly or indirectly, manages or exercises control way inconsistent with the intents and purposes of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingthis Agreement.

Non-Competition. (a) During his employment by the Company Term and for a during the twelve-month period of one year thereafter, follow­ing the Employee will not, unless acting with the prior written consent termination of the Board, Executive’s employment hereunder for any reason whatsoever: (i) the Executive will not directly or indirectlyindirectly (as a director, ownofficer, manageemployee, operatemanager, joinconsultant, controlindepen­dent contractor, finance advisor or otherwise) engage in competition with, or own any interest in, perform any services for, 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 his name to be used in connection with, (i) any business or enterprise engaged organization which engages in a geographic area in which competition with the Company or any of its affiliates in any geographical area where any business is operating either during his employment presently carried on by the Company or on the Termination Dateany of its affiliates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areasii) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from or organization which engages in competition with the Company or any of its affiliates derive at least five percent in any geographical area where any business shall be hereafter, during the period of its respective gross revenues either during his the Executive’s employment by the Company, carried on by the Company or any of its affiliates, if such business is then being carried on the Termination Date, as applicable. It is recognized by the Employee Company or any of its affiliates in such geographical area; (ii) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that the business they employ or solicit for employment, any employee of the Company and or any of its affiliates; and (iii) the Executive will not directly or indirectly hire, engage, send any work to, place orders with, or in any manner be associated with any supplier, contractor, subcon­tractor or other person or firm which rendered manufacturing or other services, or sold any products, to the Company or any of its affiliates and if such action by him would have a material adverse effect on the Employee's connection therewith is business, assets or will financial condition of the Company or any of its affiliates. For purposes of this Section 6(b), a person or entity (including, without limitation, the Executive) shall be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt deemed to convert any client, account or customer be a competitor of the Company or any of its affiliates, whether existing at or a person or entity (including, without limitation, the date hereof Executive) shall be deemed to be engaging in competition with the Company or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. , only if such person or entity in any way conducts, operates, carries out or engages in (bi) The foregoing restriction shall not be construed to prohibit the ownership design, creation, manufacture, assembly, integration, installation, service, or maintenance of document imaging, payments processing, workflow or archiving systems, software, components or supplies, (ii) on-site computer or network equipment repair and maintenance services (or any other services which compete with the business of the Company’s Computer and Network Services division or any successor thereto), or (iii) such other business or businesses as the Company may conduct during the Term in such geographical area or areas as such business or businesses are conducted by the Employee Company. In connection with the foregoing provisions of less than this Section 6(b), the Executive represents that his experience, capabilities and circumstances are such that such provisions will not prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in this Section 6(b) (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its affiliates. It is understood and agreed that the covenants made by the Executive in this Section 6(b) shall survive the termination of the Term and the expiration or termination of this Agreement. For purposes of this Section 6(b), proprietary interest in a business is ownership, whether through direct or indirect stock holdings or otherwise, of one percent (1%) or more of such business. The Executive shall be deemed to acquire a proprietary interest in a business or to be made an officer or director of such business if Executive shall have entered into a definitive agreement or letter of intent with respect thereto. The Executive acknowledges and agrees that a remedy at law for any class breach or threatened breach of securities the provisions of any corporation which is engaged in this Section 6(b) would be inadequate and, therefore, agrees that the Company and any of the foregoing businesses having a class of securities registered pursuant its affiliates shall be entitled to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment injunctive relief in addition to any other available rights and that neither the Employee nor any group of persons including Employee remedies in any way, either directly or indirectly, manages or exercises control cases of any such corporationbreach or threatened breach; provided, guarantees however, that nothing contained herein shall be construed as prohibiting the Company or any of its financial obligations, otherwise takes affiliates from pursuing any part in its business, other than exercising his rights as a shareholder, and remedies available for any such breach or seeks to do any of the foregoingthreatened breach.

Non-Competition. In consideration of Purchaser's consummation of the transactions contemplated by this Agreement, and as a material inducement to Purchaser to enter into this Agreement, each Stockholder covenants and agrees as follows: (a) During his employment by the Company and for a period of For one year thereafterafter Closing, the Employee no Stockholder will notat any time, unless acting with the prior written consent of the Boardin any capacity, directly or indirectly, ownown an equity interest, managedirectly or indirectly, operatein a Competing Organization. "Competing Organization" will include any Person, joinorganization, control, finance business or participate other enterprise (i) located or doing business anywhere 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) world (the "Geographic Area"), and (ii) then engaged in any business that is a customer of, competitive toor about to become engaged in, a business from which identical to or similar to the Company business of IPVOICE or NETSCO. (b) During the period beginning on the Closing Date and ending on the third anniversary of the Closing Date, no Stockholder will at any time in any capacity, directly or indirectly, (i) induce or attempt to induce any employee (ii) induce or attempt to induce any supplier, licensee, licensor, franchisee, or other business relation of either Purchaser or any of its affiliates derive at least five percent of its respective gross revenues to cease doing business with them or in any way interfere with the relationship between either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company Purchaser or any of its affiliatesaffiliates and any of their respective customers or business relations, whether existing at or (iii) solicit the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire business of any then employee existing customer of the Employer Purchaser or of any of its affiliates. (bc) The foregoing restriction shall not be construed to prohibit If, at the ownership by the Employee time of less than one percent (1%) enforcement of any class of securities of any corporation which is engaged in any of the foregoing businesses having provisions of this section, a class court of securities registered pursuant competent jurisdiction holds that the restrictions stated in this section are unreasonable under the circumstances then existing or are otherwise illegal, invalid or unenforceable in any respect by reason of its duration, definition of Geographic Area or scope of activity, or any other reason, the parties agree that the maximum period, scope or geographical area reasonable or otherwise enforceable under such circumstances will be substituted for the stated period, scope or area. (d) Without limiting any of Purchaser's rights under this Agreement, the parties hereto acknowledge that Purchaser will be entitled to enforce its rights under this Section 6.9 specifically, to recover damages and costs (including reasonable attorneys' fees) caused by any breach of any provisions of this section and to exercise all other rights existing in its favor. The parties acknowledge and agree that the Securities Exchange Act breach of 1934any term or provision of this section by any Stockholder will materially and irreparably harm Purchaser, provided that such ownership represents a passive investment money damages will accordingly not be an adequate remedy for any breach of the provisions of this section by any Stockholder and that neither the Employee nor any group of persons including Employee 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 Purchaser in its business, sole discretion and in addition to any other than exercising his rights as a shareholder, remedies it may have at law or seeks in equity may apply to do any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the foregoingprovisions of this section.

Non-Competition. (a) During his employment by the Company and for a. For a period of one year thereafterhereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Datedate his employment terminated, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, or competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Datedate his employment terminated, as applicable. It is recognized by the Employee that the business of the Company and its affiliates is, and the Employee's connection therewith is or will be was, involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer or of any of its affiliates. (b) b. The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During At all times during his employment by the Company and the Transition Term, and for a period of one year 12 months thereafter, but in no event more than five years after the Employee will Retirement Date (the "Restricted Period"), Executive shall not, unless acting with the prior written consent of the BoardChairman or the President of the Company, directly or indirectly, (i) own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or (ii) be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with with, or (iii) use or permit his name to be used in connection with, (A) any business or enterprise engaged in a geographic area in which by the Company Company, its subsidiaries or any of its affiliates is operating affiliates, or the Partnerships, either during his employment by the Company or on the Termination DateTransition Term, as applicable, presently on the East Coast of the United States in any state in which such business or at any port in the Gulf of Mexico enterprise is so operated (whether or not such business is physically located within those areas) (the "Geographic Area"), in or (B) any business that is a customer ofof the Company, competitive toits subsidiaries or affiliates, a business from which or the Company or any of its affiliates derive Partnerships accounting for at least five percent of its the respective gross revenues either of the Company, such subsidiary, affiliate or Partnership during his employment by the Company or on fiscal year preceding the Termination Date, as applicabledate Executive first commences activity with such customer. It is recognized by the Employee Executive that the business of the Company Company, its subsidiaries and its affiliates affiliates, and the EmployeePartnerships, and Executive's connection therewith is or will be involved in therewith, involves activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee foregoing restrictions shall not apply to (i) any activity in which Executive engages during the Restricted Period which is not an active business of the Company, its subsidiaries or affiliates, or the Partnerships at the time Executive first commences such activity or (ii) to any Geographic Area which is not a Geographic Area at the time Executive first commences such activity. (b) Executive also shall not, directly or indirectly, during such one-year period the Restricted Period, (ai) solicit or divert business from, or attempt to convert divert any client, account or customer of the Company Company, its subsidiaries or any of its affiliates, or the Partnerships, whether existing at the date hereof or acquired during Employee's employment nor at any time through the end of the Transition Term, to any competitor of the Company, its subsidiaries and affiliates, or the Partnerships, or (bii) following Employee's employment, solicit or attempt to hire any then employee of the Employer Company, its subsidiaries or of any of its affiliates, or the Partnerships who was at a managerial or higher level. (bc) The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee Executive of less than one five percent (15%) of any class of securities of any corporation or limited partnership which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee Executive in any way, either directly or indirectly, manages or exercises control of any such corporationcorporation or limited partnership, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholdershareholder or limited partner, or seeks to do any of the foregoing.

Non-Competition. (a) During Executive acknowledges that in the course of his employment by with the Company he will become familiar with the trade secrets and other confidential information of the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Therefore, Executive agrees that, during the Period of Employment and for a period of one year thereaftertwo years thereafter (the "Noncompete Period"), the Employee will not, unless acting with the prior written consent of the Board, he shall not directly or indirectly, indirectly own, manage, operate, join, control, finance or participate in the ownershipin, managementconsult with, operation, control or financing ofrender services for, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any manner engage in any business competing with the businesses of the Company or enterprise engaged in any of its subsidiaries (i) which relates to (A) the manufacturing or sale of climbing equipment or (B) aluminum extrusion or (ii) which is commenced by the Company or any of its subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a geographic material portion of the Company's overall future business within the United States and any other geographical area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast subsidiaries engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the United States or at outstanding stock of any port class of a corporation which is publicly traded so long as Executive has no active participation in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of such corporation. (b) During the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaNoncompete Period, and that more limited geographical limitations on this non-competition covenant are therefore Executive shall not appropriate. The Employee also shall not, directly or indirectly, during such one-year period indirectly through another entity (ai) solicit or divert business from, induce or attempt to convert induce any client, account or customer employee of the Company or any of its affiliatessubsidiaries to leave the employ of such person, whether existing or in any way interfere with the employee relationship between the Company or any of its subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any subsidiary of the Company at any time during the date hereof Employment Period (other than individuals who have not been employed by the Company or acquired during Employee's any subsidiary of the Company for a period of at least one year prior to employment nor by Executive directly or indirectly through another entity), or (biii) following Employee's employment, solicit induce or attempt to hire induce any then employee of customer, supplier, licensee or other person having a business relationship with the Employer Company or of any of its affiliates. subsidiaries (bA) The foregoing restriction shall not be construed which relates to prohibit (x) the ownership manufacturing or sale of climbing equipment or (y) aluminum extrusion or (B) which is commenced by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights subsidiaries after the Effective Date and as of the date of termination constitutes or will constitute a shareholdermaterial portion of the Company's overall future business to cease doing business with the Company or such subsidiaries, or seeks to do interfere materially with the relationship between any such customer, supplier, licensee or other person having a business relationship with the Company or any of the foregoingits subsidiaries.

Non-Competition. (a) During his Employee’s employment by with the Company or any of its Affiliates and for a period of one year thereafter, as applicable, during (i) the Post-Employment Payment Period or, if applicable, during the Continuing Payment Period (as defined in Section 6(c)) or (ii) the two (2) year period following the effectiveness of the Company’s termination of Employee for Cause or Employee’s termination of her employment hereunder, Employee will not, unless acting with the prior written consent of the Boardin any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, ownfor her own account or for the benefit of any natural person, managecorporation, operatepartnership, jointrust, controlestate, finance joint venture, sole proprietorship, association, cooperative or participate in other entity (any of the ownershipforegoing, managementa “Person”), operationestablish, control or financing ofengage in, finance, advise, work for, or be connected with, except as an officeremployee of the Company, directorany business directly in competition with the Business of the Company if such business competes with the Business of the Company or any Affiliate in any country, State, county, or municipality where the Company or its Affiliates conduct business, are preparing to conduct business or have conducted business during Employee’s employment with the Company or any of its Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) nothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., whether as an employee, partner, principal, agentmember, representativeinvestor, consultant or otherwise with otherwise) to or use or permit his name to be used in connection with, any respect of a business or enterprise entity (including, without limitation, an investment trust or investment partnership) that provides investment services or is otherwise engaged in a geographic area the business of investing capital for third parties, or any manager or affiliate of any of the foregoing (any such entity, manager or affiliate hereafter called an “Investment Firm”) or that provides legal or accounting services, so long as Employee does not have personal, direct and material responsibilities for the day to day operations of any Competitive Business in which such Investment Firm has made or directed an investment, (B) this Section 7(b) shall not apply, and therefore Employee shall not be subject to any covenant in this Section 7(b), in the Company or any event that, within one (1) year following the effectiveness of its affiliates a Change in Control (I) Employee is operating either during his employment terminated by the Company during or on following the Termination Date, as applicable, presently on Term without Cause or (II) the East Coast Term has expired and Employee’s employment with the Company is terminated due to resignation by Employee at a time that the Company has no basis to terminate Employee with Cause and (C) nothing in this Section 7(b) shall preclude Employee from passive ownership of the United States or at outstanding voting securities of any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of company other than the Company and its affiliates subsidiaries and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation joint ventures which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingCompetitive Business.

Non-Competition. (a) 4.1 During his employment by the Company period commencing October 1, 2000 and for a period of terminating one year thereafterafter termination of employment: (A) Executive, the Employee will not, unless acting with without the prior written consent permission of the BoardCompany, directly or indirectlyshall not, own, manage, operate, join, control, finance or participate anywhere in the ownershipUnited States of America, management(i) enter into the employ of or render any services to any person, operation, control firm or financing of, or be connected corporation engaged in any business which is directly in competition with the Company's principal existing business at the time of termination ("Competitive Business"); (ii) engage in any Competitive Business as an officerindividual, partner, shareholder, creditor, director, employee, partnerofficer, principal, agent, representativeemployee, consultant trustee consultant, advisor or otherwise with in any other relationship or use capacity; (iii) employ, or permit his name have or cause any other person or entity to be used in connection withemploy, any business or enterprise engaged in a geographic area in which person who was employed by the Company or any at the time of its affiliates is operating either during his termination of Executive's employment by the Company (other than Executive's personal secretary and assistant); or on (iv) solicit, interfere with, or endeavor to entice away from the Termination DateCompany, as applicablefor the benefit of a Competitive Business, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by customers. Notwithstanding the Company or on the Termination Dateforegoing, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction Executive shall not be construed to prohibit precluded from investing and managing the ownership by investment of, his or his family's assets in the Employee securities of less any corporation or other business entity which is engaged in a Competitive 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 his beneficially owning, at any time, more than one percent (1%) 5% of any class of the publicly-traded equity securities of any corporation which is engaged such Competitive Business; provided, however, that for a period commencing October 1, 2000 and terminating one year after termination of Executive's employment (except for investments in any of the foregoing businesses having a class of securities registered pursuant trading on public markets), Executive shall refer to the Securities Exchange Act Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chairman and Chief Executive Officer of 1934the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, provided that the Company shall determine what, if anything, should be done with such ownership represents a passive investment and that neither the Employee nor opportunity. Executive shall not be entitled to any group of persons including Employee in any waycompensation, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderfinder or otherwise, if either the Company or seeks Executive introduces such opportunity to do other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without "cause" or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive's obligations under this Section 4.4 shall terminate one month following termination. 4.2 If Executive commits a breach of any of the foregoingprovisions of Section 4.1, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.1, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.3 If Executive shall violate any covenant contained in Section 4.1, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.4 If any provision of Section 4.1 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Non-Competition. (a) During his By and in consideration of the Company’s entering into this Agreement and the payments to be made and benefits to be provided by the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company, the Executive agrees that the Executive shall not, during the Executive’s employment by with the Company and for a the period following the Date of one year thereafter, Termination through the Employee will not, unless acting with the prior written consent end of the BoardTerm (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, finance be employed by, or participate in the ownership, management, operation, operation or control or financing of, or be connected in any manner with, including, without limitation, holding any position as an a stockholder, director, officer, directorconsultant, independent contractor, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection withinvestor in, any business or enterprise engaged Restricted Enterprise (as defined below); provided, however, that in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also no event shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less than one five percent (15%) or less of the outstanding securities of any class of any issuer whose securities of any corporation which is engaged in any of the foregoing businesses having a class of securities are registered pursuant to under the Securities Exchange Act of 1934, provided as amended, standing alone, be prohibited by this Section 6(b), so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this Section 6(b), “Restricted Enterprise” shall mean any Person that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayis engaged, either directly or indirectly, manages in (or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderproposes to engage in, or seeks has been organized for the purpose of engaging in) the generic injectible pharmaceutical industry and any other businesses the Company engages in or is preparing to do any become engaged in, at the time of the foregoingExecutive’s termination; provided however, that Executive and the Company agree that the Persons set out on Exhibit B or for any direct or indirect affiliate of such Person will be considered Restricted Enterprises; provided further, however, such list shall not preclude the Company from claiming that a Person not on such list is a Restricted Enterprise. During the period following the Date of Termination through the end of the Term, upon the request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

Non-Competition. (a) During his employment by the Company term of this Agreement and for a period of one year twelve (12) months thereafter, the Employee will not, unless acting with the prior written consent of the Board, shall not (i) engage directly or indirectly, owneither individually or as owner, managepartner, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, directoragent, employee, partner, principal, agent, representative, consultant or otherwise with otherwise, except for the account of and on behalf of Employer or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")affiliates, in any business that is a customer of, competitive to, a business from which the Company or activity in competition in any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that material respect with the business of the Company and Employer ("Employer's Business") or its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business fromaffiliates, or attempt to convert in competition in any client, account material respect with Employer's Business or customer of the Company or any that of its affiliates, whether existing solicit or otherwise attempt to establish any business relationships with any persons, firm or corporation which was, at any time during the date hereof term of this Agreement, a customer or acquired during supplier of Employer, wherever located, or (ii) disclose any confidential information of Employer or its affiliates which is now known to Employee or which hereafter may become known to Employee as a result of Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the association with Employer or use the same in any way other than in connection with the business of any of Employer or its affiliates. Employee acknowledges that Powe▇▇ ▇▇▇ve Corp., Rego ▇▇▇ve, Bestabell Company, Circle Seal (Watt▇) ▇▇d Cryolab are among Employer's direct primary competitors. (b) The foregoing restriction shall not Employee recognizes that these restrictions on competition are reasonable because of Employer's investment and goodwill in its customer lists and other proprietary information and its continued efforts and investment in expanding the scope of its businesses and trading area and Employee's knowledge of Employer's Business and business plan. However, if any period of time, geographical area or other terms should be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged judged unreasonable in any judicial proceeding, then the period of time, geographical area or other terms shall be reduced to such extent as may be deemed required so as to be reasonable and enforceable. (c) For the foregoing businesses having a class purposes of securities registered pursuant to this Agreement, Employer's Business includes manufacturing and distributing cryogenic valves and importing and distributing plumbing supplies. Employer's Business includes all component parts, processes and related customer services whether designed, manufactured or provided by Employer or obtained from outside sources, and further includes any related product or business added during the Securities Exchange Act term of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingthis Agreement.

Non-Competition. The Executive agrees that: (a) During his employment by the Company Employment Term and for a period of one year two (2) years thereafter, or, if longer, for the Employee period during which the Executive receives payments from the Company under Section 5.2, the Executive will not, unless acting except with the prior written consent of the Board, directly or indirectly, indirectly 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 with, or use or permit his her name to be used in connection with, any business or enterprise that is engaged in a geographic area in which the Company or any of its affiliates is operating or has documented plans to operate, provided the Executive has knowledge of those plans, either during his employment by the Company Employment Term or on the Termination Datedate the Executive's employment terminates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, directly competitive to, to a business from which maintained by the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by or to a business that the Company or any of its affiliates has documented plans to maintain, provided that the Executive has knowledge of those plans, either during the Employment Term or on the Termination Datedate the Executive's employment terminates, as applicableapplicable ("Competing Business"). It is recognized by the Employee Executive that the business of the Company and its affiliates operates throughout the Geographic Area and that the Employee's connection therewith Executive is or will be involved in activity such business throughout the Geographic Area, and therefore, that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee Executive of less than one five percent (15%) of any class of securities of any corporation which that is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 19341934 (the "Exchange Act"), provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive 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 its business, other than exercising his her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During The Executive hereby understands, acknowledges and agrees that he has not been employed in the furniture manufacturing industry prior to the date of this Agreement and that, by virtue of his employment position as Chief Executive Officer of the Company, the Executive will have advantageous familiarity and personal contacts with the suppliers, vendors and customers, wherever located, of the Company and its subsidiaries or affiliates and will have advantageous familiarity with the Confidential Information and the business, operations, affairs and strategy of the Company and its subsidiaries or affiliates. Accordingly, at all times while the Executive is employed by the Company and for a period of one year thereaftertwo (2) years following his Last Day of Employment, the Employee will Executive shall not, unless acting with in any location within the prior written consent United States of the BoardAmerica, directly or indirectly, ownor individually or together with any other Person, manageas owner, operateshareholder, joininvestor, controlmember, finance or participate in the ownershippartner, managementproprietor, operation, control or financing of, or be connected as an officerprincipal, director, officer, employee, partner, principalmanager, agent, representative, independent contractor, consultant or otherwise with otherwise: (i) engage in or assist another Person in engaging in, or use or permit his name to be used in connection with, any business business, operation or enterprise engaged in a geographic area in activity which competes with any business, operation or activity conducted or proposed to be conducted by the Company or any of its subsidiaries or affiliates (or which is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf same or a similar line of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which as the Company or any of its affiliates derive subsidiaries or affiliates) at least five percent of its respective gross revenues either any time during the Executive's employment with the Company; or (ii) engage in or assist another Person in engaging in, or use or permit his employment name to be used in connection with, any business, operation or activity which competes with any business, operation or activity conducted by the Company or on any of its subsidiaries or affiliates (or which is in the Termination Datesame or a similar line of business as the Company or any of its subsidiaries or affiliates) at any time during such two (2) year period following his Last Day of Employment; or (iii) finance, as applicable. It is recognized join, operate or control any business, operation or activity which competes with any business, operation or activity conducted or proposed to be conducted by the Employee that Company or any of its subsidiaries or affiliates (or which is in the same or a similar line of business of as the Company and or any of its subsidiaries or affiliates) at any time during the Executive's employment with the Company; or (iv) finance, join, operate or control any business, operation or activity which competes with any business, operation or activity conducted by the Company or any of its subsidiaries or affiliates and (or which is in the Employee's connection therewith is same or will be involved in activity throughout a similar line of business as the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly Company or indirectly, any of its subsidiaries or affiliates) at any time during such one-two (2) year period following his Last Day of Employment; or (av) solicit offer or divert business fromprovide employment, hire or attempt to convert engage (whether on a full-time, part-time or consulting basis or otherwise) any client, account or customer individual who has been an employee of the Company or any of its affiliates, whether existing at the date hereof subsidiaries or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than affiliates within one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant year prior to the Securities Exchange Act of 1934such offer, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly hiring or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingengagement.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the The Employee will not, unless acting with the shall not without prior written consent of the Boardboard of directors of the Employer, directly or indirectlywhich consent may be unreasonably withheld, own, manage, operate, join, control, finance or participate in during 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 his name 12 month period following the date that the Employee ceases to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then an employee of the Employer or other termination of this Agreement (regardless of who initiated the termination and whether with or without cause), either individually or in partnership or in conjunction in any way with any person -or persons, whether as principal, agent, consultant, shareholder, guarantor, creditor or in any other manner whatsoever, I. solicit, interfere with or endeavor to entice away from the Employer or any of its affiliatesrespective affiliates or associates, accept any business from or the patronage of or render any service to, sell to or contract or attempt to contract with any person, firm, or corporation who was a client, customer or supplier of the Employer, or any of its respective affiliates or associates or a prospective client, customer or supplier of the Employer, or any of its respective affiliates or associates with whom the Employer, or any of its respective affiliates or associates have or have had any dealing during the 12 month period immediately preceding the date upon which the Employee ceases to be an employee of the Employer, II. offer employment to or endeavor to entice away from the Employer, or any of its respective affiliates or associates, any person employed by the Employer at the date of the termination of this Agreement or interfere in any way with the employment relationship between such employee and the Employer, or III. seek employment or be employed by, consult, engage in, carry on or otherwise be concerned with or have any interest in, or advise, lend money to, guarantee the debts or obligations of, permit the Employee's name, or any part thereof, to be used or employed by any person, firm, association, syndicate or corporation engaged in or concerned with a business which primarily manufactures or sells Berea sandstone. For purposes of this agreements business will be primarily involved in the manufacture or sale of Berea sandstone if more than 50% of its sales result from the manufacture or sale of Berea sandstone. (b) The foregoing restriction shall not be construed covenants are given by the Employee acknowledging that the Employee either has or will have specific knowledge of the affairs of the Employer and its business. Therefore, the Employee hereby acknowledges and agrees that all covenants, provisions and restrictions contained in Article 3 of this Agreement are reasonable and valid in the circumstances of this Agreement, and all defenses to prohibit the ownership strict enforcement thereof by the Employer are hereby waived by the Employee. The Employee acknowledges and agrees that any breach by the Employee of less than the covenants, provisions and restrictions contained in Article 3 of this Agreement during the term of employment hereunder shall constitute cause for termination. Notwithstanding anything herein to the contrary, the parties agree that nothing in 3.5(a)(iii) shall be deemed to restrict the Employee, following termination of this Agreement (regardless of the circumstances of such termination and regardless of who initiated same) from carrying on a business similar to the proprietorship carried on by the Employee under the name "Tyrr▇▇▇ ▇▇▇▇▇ ▇▇▇ign" as that business was carded on prior to February 7, 1996, so long as such business is not one percent which primarily manufactures or sells Berea sandstone. (1%c) The Employee further acknowledges and agrees that in the event of a breach of the covenants, provisions and restrictions in Article 3 of this Agreement, the Employer's remedy in the form of monetary damages may be inadequate and that the Employer shall be and is hereby authorized and entitled, in addition to all other rights and remedies available to the Employer, to apply for and obtain from any class court of securities competent jurisdiction interim and permanent injunctive relief and an accounting of any corporation which is engaged in any all profits and benefits arising out of such breach. The Employee also acknowledges that the operation of the foregoing businesses having a class of securities registered pursuant covenants may seriously constrain his freedom to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, seek other than exercising his rights as a shareholder, or seeks to do any of the foregoingremunerative employment.

Non-Competition. (a) During In consideration of the benefits to be provided to Employee hereunder, Employee covenants that he will not, without the prior written consent of the Company, during the Employment Period and the period of one year following his termination of employment by for any reason (the "Restriction Period") other than pursuant to Section 6(a) or Section 6(c), or Section 6(f) engage in any way, directly or indirectly, in the sourcing and execution of retail building acquisition, development or leasing transactions on behalf of any public or non-public real estate company operating in any metropolitan area where the Retail Division or a residential development group of the Company (i) during the Employment Period is then operating or (ii) operated during the six (6) month period preceding his termination of employment. (b) Employee hereby covenants and agrees that, at all times during the Employment Period and for a period of one year thereafterimmediately following his termination for any reason, the Employee will notshall not represent, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection withwith any retail building acquisition, any business development or enterprise engaged in a geographic area in leasing transaction to which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that Affiliates is a customer ofparty, competitive to, any individual or entity who (i) is a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer tenant of the Company or any of its affiliates, whether existing Affiliates at any time during the date hereof Employment Period or acquired during Employee's employment nor (bii) following Employee's employment, solicit or attempt to hire any then employee was a tenant of the Employer Company or of any of its affiliatesAffiliates at any time during the six (6) month period preceding his termination of employment. (bc) The Employee hereby covenants and agrees that, at all times during the Employment Period and for a period of one year immediately following his termination for any reason, Employee shall not employ or seek to employ any person employed at that time by the Company or any of its Affiliates, or otherwise encourage or entice such person or entity to leave such employment. (d) Employee acknowledges that the restrictions, prohibitions and other provisions of this Section 10 are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of the Company and are a material inducement to the Company to enter into this Agreement. It is the intention of the parties hereto that the restrictions contained in this paragraph be enforceable to the fullest extent permitted by applicable law. Therefore, to the extent any court of competent jurisdiction shall determine that any portion of the foregoing restriction restrictions is excessive, such provision shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant entirely void, but rather shall be limited or revised only to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks extent necessary to do any of the foregoingmake it enforceable.

Non-Competition. During Employee’s employment with the Company or any of its Affiliates and thereafter, as applicable, during (ai) During the Post-Employment Payment Period or, if applicable, during the Continuing Payment Period (as defined in Section 6(c)) or (ii) the two (2) year period following the effectiveness of the Company’s termination of Employee for Cause or Employee’s termination of his employment by the Company and for a period of one year thereafterhereunder, the Employee will not, unless acting with the prior written consent of the Boardin any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, ownfor his own account or for the benefit of any natural person, managecorporation, operatepartnership, jointrust, controlestate, finance joint venture, sole proprietorship, association, cooperative or participate in other entity (any of the ownershipforegoing, managementa “Person”), operationestablish, control or financing ofengage in, finance, advise, work for, or be connected with, except as an officeremployee of the Company, directorany business in competition with the Business of the Company if such business competes with the Business of the Company or any Affiliate in any country, State, county, or municipality where the Company or its Affiliates conduct business, are preparing to conduct business or have conducted business during Employee’s employment with the Company or any of its Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) nothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., whether as an employee, partner, principal, agentmember, representativeinvestor, consultant or otherwise with otherwise) to or use or permit his name to be used in connection with, any respect of a business or enterprise entity (including, without limitation, an investment trust or investment partnership) that provides investment services or is otherwise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business frominvesting capital for third parties, or attempt to convert any client, account manager or customer affiliate of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class (any such entity, manager or affiliate hereafter called an “Investment Firm”), so long as Employee does not have personal, direct and material responsibilities for the day to day operations of securities registered pursuant to the Securities Exchange Act of 1934, provided that any Competitive Business in which such ownership represents a passive Investment Firm has made or directed an investment and (B) this Section 7(b) shall not apply, and therefore Employee shall not be subject to any covenant in this Section 7(b), in the event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is terminated by the Company during or following the Term without Cause or (II) the Term has expired and Employee’s employment with the Company is terminated due to resignation by Employee at a time that neither the Company has no basis to terminate Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingwith Cause.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which by the Company or any of its affiliates is operating Affiliates, either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) geographic area comprising the Company's franchised service territory (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates Affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore would not be appropriate. The Employee also shall not, directly or indirectly, during such one-one year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesAffiliates existing on the Termination Date to another supplier, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer Company or of any of its affiliatesAffiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one five percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Act, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayEmployee, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. In view of the 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 and its customers and suppliers and similar knowledge regarding the Company which it is expected that Employee will obtain, and in consideration of the compensation to be received hereunder, Employee agrees that, (a) During his employment during the period he is employed by the Company and for 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 period nature similar to the business of one year thereafterthe Company, the Employee will not, unless acting with without obtaining the prior written consent of the BoardChief Executive Officer, and (b) until the first anniversary of the date of the termination of Employee's employment under this Agreement or otherwise, he will not Participate In any business which is engaged, directly or indirectly, in the same business as the Company with respect to any specific product or 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 is engaged in by the Company. For purposes of this Section 6 the term "Participate In" shall mean: "directly or indirectly, for his own benefit or for, with or through any other person, firm or corporation, own, manage, operate, join, control, finance loan money to or participate in the ownership, management, operation, operation or control or financing of, or be connected as an a director, officer, director, employee, partner, principalconsultant, agent, representative, consultant independent contractor or otherwise with with, or acquiesce in the use or permit of his name to be used in connection in." Employee further agrees that, during the period he is employed by the Company under this Agreement or otherwise and until the first anniversary of the date of the termination of Employee's employment under this Agreement or otherwise, he will not directly or indirectly reveal the name of, solicit or interfere with, any business or enterprise engaged in a geographic area in which endeavor to entice away from the Company or Company, any of its affiliates is operating either during his employment by the Company suppliers, customers or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesemployees. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his her employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his her name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his her employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit solicit, hire or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his her rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. During Employee’s employment with the Company or any of its Affiliates and thereafter, as applicable, during (ai) During the Post-Employment Payment Period or, if applicable, during the Continuing Payment Period (as defined in Section 6(c)) or (ii) the two (2) year period following the effectiveness of the Company’s termination of Employee for Cause or Employee’s termination of his employment by the Company and for a period of one year thereafterhereunder, the Employee will not, unless acting with the prior written consent of the Boardin any capacity (including, but not limited to, owner, partner, member shareholder, consultant, advisor, financier, agent, employee, officer, director, manager or otherwise), directly or indirectly, ownfor his own account or for the benefit of any natural person, managecorporation, operatepartnership, jointrust, controlestate, finance joint venture, sole proprietorship, association, cooperative or participate in other entity (any of the ownershipforegoing, managementa “Person”), operationestablish, control or financing ofengage in, finance, advise, work for, or be connected with, except as an officeremployee of the Company, directorany business in competition with the Business of the Company if such business competes with the Business of the Company or any Affiliate in any country, State, county, or municipality where the Company or its Affiliates conduct business, are preparing to conduct business or have conducted business during Employee’s employment with the Company or any of its Affiliates (a “Competitive Business”). Notwithstanding the foregoing, (A) nothing in this Section 7(b) shall preclude Employee from serving in any capacity (i.e., whether as an employee, partner, principal, agentmember, representativeinvestor, consultant or otherwise with otherwise) to or use or permit his name to be used in connection with, any respect of a business or enterprise entity (including, without limitation, an investment trust or investment partnership) that provides investment services or is otherwise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business frominvesting capital for third parties, or attempt to convert any client, account manager or customer affiliate of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class (any such entity, manager or affiliate hereafter called an “Investment Firm”), so long as Employee does not have personal, direct and material responsibilities for the day to day operations of securities registered pursuant to the Securities Exchange Act of 1934, provided that any Competitive Business in which such ownership represents a passive Investment Firm has made or directed an investment and (B) this Section 7(b) shall not apply, and therefore Employee shall not be subject to any covenant in this Section 7(b), in the event that, within one (1) year following the effectiveness of a Change in Control (I) Employee is terminated by the Company during or following the Term without Cause or (II) the Term has expired and Employee’s employment with the Company is terminated due to resignation by Employee at a time that neither the Company does not have the right to terminate Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingwithout Cause.

Non-Competition. (a) During his employment by The Executive hereby agrees that, during the Company Term and for a period of one year thereaftertwelve (12) months following the termination of his employment under this Agreement (the “Initial Non-Compete Period”), the Employee he will not, unless acting with the prior written consent of the Board, directly or indirectlyindirectly and in any way, (a) own, manage, operate, join, control, finance be employed by, participate in, or participate be connected in any manner with the ownership, management, operation, operation or control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, of any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that competing with the business of the Company, (b) interfere with, solicit on behalf of another or attempt to entice away from the Company and its affiliates and (or any affiliate or subsidiary of the Employee's connection therewith is Company) (i) any project, financing or will be involved in activity throughout customer that the Geographic AreaCompany (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 more limited geographical 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 in or facilitate in any way the hiring of any employee of the Company (or any affiliate or subsidiary of the Company), 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 on 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. The Company may choose to extend this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during period for an additional twelve (12) months by giving written notice of such one-year period extension to Executive within sixty (a60) solicit or divert business from, or attempt to convert any client, account or customer days of the Company or any termination of its affiliateshis Employment. In consideration for this extension, whether existing at Executive shall be entitled to receive a lump sum payment equal to the date hereof or acquired during Employee's employment nor Severance Payment (bthe “Extended Non-Compete Payment”) following Employee's employment, solicit or attempt to hire any then employee upon the expiration of the Employer or Initial Non-Compete Period, regardless of any whether the Executive was entitled to the Severance Payment under Section 12 of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any this Agreement. Because of the foregoing businesses having a class Executive’s knowledge of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its Company’s business, other than exercising his rights as a shareholderin the event of the Executive’s actual or threatened breach of the provisions of this Section 14, or seeks to do the Company shall be entitled to, and the Executive hereby consents to, an injunction restraining the Executive from any of the foregoing. However, nothing herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. The Executive agrees that the provisions of this Section 14 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Section 14 shall be deemed to be invalid or unenforceable by reason of the extent, duration of geographic scope thereof, then the Company shall have the right to reduce such extent, 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. (a) During his employment by the Company Corporation and for a period of one year thereafter90 days after the employment of Employee by the Corporation or any of its affiliates has ended (whether or not such employment is pursuant to this Agreement), the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, : (i) anywhere in the world own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, render financial assistance to, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any business competing business; (ii) contact or enterprise engaged in a geographic area in which attempt to persuade any agents or employees of the Company Corporation or any of its affiliates is operating either during his employment by to terminate their relationship with the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company Corporation or any of its affiliates, whether existing at nor do any act which may result in the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee impairment of the Employer relationship between the Corporation or of any of its affiliates. affiliates and its agents or employees; or (biii) The foregoing restriction shall not be construed in anyway, for his own account, or for the account of any person, firm, corporation or enterprise engaged in a competing business, directly or indirectly through others, sell to, solicit, contact, serve, or cater to prohibit any person, firm, corporation or other enterprise which is or was a customer of the ownership Corporation during his employment by the Corporation, regardless of the time when, or the person by or through whom, said customer became a customer of the Corporation; provided, however, that nothing in this Section 9 shall prohibit Employee from owning interests of less than one percent (1%) in companies with securities traded on a national securities exchange or quoted on the National Association of any class Securities Dealers, Inc. Automated Quotation System. (b) The parties acknowledge and agree that, for purposes of securities this Section 9, a “competing business”, on the date hereof is the development, marketing, support and sale of any corporation data processing software (which data processing software directly competes with Corporation’s data processing software) and telecommunication systems management, traditional paper billing, electronic billing, rating, printing and mailing services. (c) Employee acknowledges and agrees that the geographical area in which the Corporation conducts its business is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingworldwide.

Non-Competition. (a) During his employment the Term and for a Twenty-four (24) month period following the date the engagement of Consultant by the Company and for a period or any of one year thereafterits affiliates has ended (whether or not such employment is pursuant to this Agreement), the Employee Consultant will not, unless acting pursuant hereto or with the prior written consent of the BoardBoard of Directors of the Company, directly or indirectly, 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 principal or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged within any portion of the United States in a geographic area the internet auction business or in any other business in which the Company or any was engaged at the date of its affiliates is operating either during his termination of Consultant's employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in time for one year after termination of employment with the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicableCompany. It is recognized by the Employee Consultant that the business of the Company and its affiliates and the EmployeeConsultant's connection therewith is or will be involved in internet and auction activity throughout the Geographic AreaUnited States, and that more limited geographical limitations on this non-competition covenant and the non- solicitation covenant set forth in Section 6 hereof are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee Consultant or its Members of less not more than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934businesses, provided that such ownership represents a passive investment and that neither the Employee Consultant nor any group of persons including Employee Consultant and/or its Members 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 its business, other than exercising his its rights as a shareholdersecurity owner, or seeks to do any of the foregoing. 321 Play, Inc. Consulting Agreement 4 (c) In the event that Consultant is terminated Without Cause by the Company pursuant to Section 8.4 and Consultant desires to be engaged by a company (the "Prospective Employer") in violation of the covenants set forth in Section 5(a) above, Consultant may request a waiver of Section 5(a) above and such waiver shall be granted by the Company unless the Prospective Employer is a Direct Competitor of the Company in the current geographic markets the Company is engaged.

Non-Competition. During the Period of Employment hereunder, and in the event the Employee’s employment is terminated pursuant to subparagraphs 10.2 or 10.3 hereof, then for the later of (a) During his employment by one year thereafter or (b) the period during which compensation or benefits are being provided pursuant to this Agreement after its termination, the Employee will not directly for himself or any third party, become engaged in any business or activity which is directly in competition with any services or financial products sold by, or any business or activity engaged in by, the Company or the Bank, including, without limitation, any business or activity engaged in by any federally or state chartered bank, savings bank, savings and loan association, trust company and/or credit union, and/or any services or financial products sold by such entities, including, without limitation, the taking and accepting of deposits, the provision of trust services, the making of loans and/or the extension of credit, brokering loans and/or leases and the provision of insurance and investment services, within a 25 mile radius of any office or facility of the Company, the Bank or any of their Affiliates. This provision shall not restrict the Employee from owning or investing in publicly traded securities of financial institutions, so long as his aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution. During the Period of Employment hereunder, and for a period of one year thereaftertwo years thereafter no matter the reason of termination, the Employee will not solicit any person who was a customer of the Company or the Bank during the period of the Employee’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company or the Bank, or otherwise divert or attempt to divert any existing business of the Company or the Bank within any area of 100 miles of any office or facility of the Company, the Bank or any of their Affiliates. The Employee will not, unless acting with either during the prior written consent Period of Employment hereunder or for a period of two years thereafter directly for himself or any third party, solicit, induce, recruit or cause another person in the employment of the BoardBank, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during their Affiliates to terminate his employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or the Bank. The Employee understands that in the event of a violation of any provision of this Agreement, the Company or on the Termination Date, as applicable, presently on Bank shall have the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")right to seek injunctive relief, in addition to any business that is a customer ofother existing rights provided in this Agreement or by operation of law, competitive to, a business from which without the Company requirement of posting bond. The remedies provided in this paragraph shall be in addition to any legal or equitable remedies existing at law or provided for in any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and other agreement between the Employee's connection therewith is , the Bank or will be involved in activity throughout the Geographic AreaCompany, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed as a limitation, upon, or as an alternative or in lieu of, any such remedies. If any provisions of this paragraph shall be determined by a court of competent jurisdiction to prohibit the ownership be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingcourt.

Non-Competition. During the period from the date hereof through the date that is one year following the Departure Date (athe “Restricted Period”), the Executive shall not (i) During his accept employment with or become a consultant to, any business that is in competition with the Company’s Operations (as defined below) (A) in any capacity where confidential information learned by the Officer during employment with the Company would reasonably be considered useful, or (B) in any capacity where customer relationships or goodwill developed by the Executive or conferred by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States Executive could reasonably be considered useful or at any port in the Gulf of Mexico (whether ii) become a partner or not such business is physically located within those areas) (the "Geographic Area"), a shareholder in any business that is in competition with the Company’s Operations, although the Executive may hold up to a customer offive percent interest in any company that is traded on the New York Stock Exchange or other national or over-the-counter securities exchange without violating the provisions of this clause (ii). The restrictions of this Section 8(a) apply within the geographic area served by any business of the Company (including the Company’s affiliates) in which the Executive was more than indirectly involved on behalf of the Company (for a utility business, competitive to, its regulated service territory as authorized by the appropriate state agencies regulating utilities with jurisdiction over the applicable business) (the “Company’s Operations”). The determination of the Board of Directors of the Company as to whether a business from which is in competition with the Company Company’s Operations and whether the competition is occurring in the geographic area designated above shall be controlling for purposes of this Agreement. In the event the Executive is offered employment with a business during the Restricted Period and is uncertain as to whether the Board of Directors would consider it to be in competition with the Company’s Operations or any of its affiliates derive at least five percent of its respective gross revenues either during his employment to fall within the geographic area served by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof Executive may submit a written request to the General Counsel for an advance ruling, with the General Counsel having 21 days to approve or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee disapprove of the Employer or of any of its affiliatesExecutive’s prospective employment in writing, approval not to be unreasonably withheld. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his Subject to the geographic limitation of Section 3(b), and irrespective of whether the Employee's termination of employment by from the Company and for a period of one year thereafterSIS was voluntary or involuntary, the Employee will shall not, unless acting with during the prior written consent period of his employment and during the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing ofRestricted Period engage in, or in any way be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise concerned with or use negotiate for, or permit his name to be used in connection withacquire or maintain any ownership interest in, any business or enterprise activity which is the same as or competitive with that which was conducted by the Company or SIS or which has been engaged in or developed by the Company at any time during the term of employment for specific implementation in the immediate future by the Company, irrespective of whether any such activity is conducted directly or indirectly by the Employee, and irrespective of whether any such activity was conducted on the Employee's own behalf or on behalf of any other person, firm, corporation, association or other entity, whether as an employee or otherwise; provided that the foregoing shall not prohibit the ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed for trading on a national securities exchange or quoted on the Nasdaq Stock Market. (b) The Employee acknowledges that the Company is engaged in business throughout the United States and in many foreign countries and that the Company intends to continue expanding the geographic area scope of its activities, and especially those of SIS. Accordingly, and in view of the nature of his positions and responsibilities, the Employee agrees that the provisions of Section 3(a) shall be applicable to each State and each foreign country, possession or territory in which the Company or any SIS may be engaged in business at the time of its affiliates is operating either the termination of his employment. (c) The Employee agrees that during the period of his employment by and during the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or Restricted Period he will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period for himself or on behalf of any third party, at any time in any manner: (ai) solicit request or divert business fromcause any of the Company's or SIS's customers to cancel or terminate any existing or continuing relationship with the Company or SIS; (ii) solicit, entice, persuade, induce, request or attempt to convert otherwise cause any clientemployee, account officer or customer agent of the Company or any of its affiliatesSIS to refrain from rendering services to the Company or SIS or to terminate his or her relationship, whether existing at contractual or otherwise, with the date hereof Company or acquired during Employee's employment nor SIS; (biii) following Employee's employment, solicit induce or attempt to hire influence any then employee supplier to cease or refrain from doing business or to decline to do business with the Company or SIS; (iv) divert or attempt to divert any supplier from the Company or SIS; or (v) induce or attempt to influence any supplier to decline to do business with any businesses of the Employer Company or SIS as such businesses are constituted immediately prior to the termination of any of its affiliateshis employment. (bd) The foregoing restriction shall not be construed to prohibit Employee agrees that during the ownership by period of his employment and during the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Restricted period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayhe will not, either directly or indirectly, manages for himself or exercises control on behalf of any such corporationthird party, guarantees any of its financial obligations, otherwise takes any part in its solicit for business, other than exercising his rights as a shareholderaccept any business from or otherwise do or contract to do business with, any person or entity who, at the time of, or seeks any time during the twelve (12) months preceding, such termination, was an active customer or was actively solicited by the Company or SIS according to do any the books and records of the foregoingCompany or SIS and within the actual or constructive knowledge of the Employee, provided, however, that nothing herein shall prohibit the Employee during the Restricted Period from transacting business he solicits which is not competitive with services or products offered, furnished or sold by the Company or SIS to such person or entity. During the period of his employment, the Employee shall not engage in any activity or investment if such activity or investment substantially interferes with his duties as an employee of the Company or SIS.

Non-Competition. (a) During his employment The Executive agrees that he shall not, so long as he shall be employed by the Company and for a period of one year thereafterCorporation in any capacity (whether pursuant to this Agreement or otherwise), without the Employee will not, unless acting with the prior express written consent of the BoardCorporation, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, operation or control or financing ofbe employed by or connected in any manner with any business, firm or corporation which is engaged in any business activity competitive with the Business of the Corporation or any subsidiary, affiliate or division of the Corporation (as defined in Section 10(e) below). (b) The Executive agrees that for a period of twenty four (24) months commencing on the effective date of the termination of his employment, whether such termination is pursuant to the terms of this Agreement or otherwise, he shall not, without the express written consent of the Corporation, directly or indirectly, own, manage, operate, control, or participate in the ownership, management, operation or control, or be connected as an officeremployed by any business, director, employee, partner, principal, agent, representative, consultant firm or otherwise with or use or permit his name to be used in connection with, any business or enterprise corporation which is engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, activity competitive to, a business from which with the Company Business of the Corporation or any subsidiary, affiliate, or division of its affiliates derive at least five percent the Corporation (as defined in Section 10(e) below). (c) During the term of its respective gross revenues either during his employment by the Company or this Agreement and for twenty four (24) months commencing on the Termination Date, as applicable. It is recognized by the Employee that the business effective date of the Company and its affiliates and termination of his employment, whether such termination is pursuant to the Employee's connection therewith is term of this Agreement or will be involved in activity throughout otherwise, the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, solicit, divert or take away in whole or in part any customers or prospective customers of the Corporation who were solicited or serviced directly or indirectly by Executive or by anyone directly or indirectly under Executive's supervision or with whom Executive had any business relationship within the two (2) year period prior to the termination of Executive's employment. The Executive also agrees that during such one-year period (a) period, he will not directly or indirectly attempt to recruit or solicit or divert business fromaid in the recruitment or solicitation of any person who at the time of such recruitment or solicitation (or within the six month period prior thereto) is or was an employee, independent contractor or attempt to convert any client, account or customer consultant of the Company Corporation to terminate his or her employment or relationship with the Corporation for the purpose of working for the Executive, any competitor of the Corporation or any of its affiliatesother entity; nor shall Executive employ any such employee, whether existing at the date hereof independent contractor or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesconsultant. (bd) The foregoing restriction Anything to the contrary herein notwithstanding, the provisions of this section shall not be construed to prohibit deemed violated by the purchase and/or ownership by the Employee Executive of less than one percent (1%) shares of any class of equity securities (or options, warrants or rights to acquire such securities, or any securities convertible into such securities) representing (together with any securities which would be acquired upon the exercise of any such options, warrants or rights or upon the conversion of any other security convertible into such securities) the lesser of (i) 1% or less of the outstanding shares of any such class of equity securities of any corporation which is engaged issuer whose securities are listed on a national securities exchange or traded on NASDAQ, the National Quotation Bureau Incorporated or any similar organization or (ii) securities having a market value of less than $100,000 at the time of purchase; provided, however, that the Executive shall not be otherwise connected with or active in any the business of the foregoing businesses having a class issuers described in this subsection 10(d). (e) "Business of securities registered the Corporation" shall mean any business in which the Corporation and its subsidiaries, affiliates and divisions are actively engaged, or are actively or demonstrably planning to engage in, during the period of the Executive's employment (whether pursuant to this Agreement or otherwise) and at the Securities Exchange Act time of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingtermination thereof.

Non-Competition. (a) During his employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent A. In consideration of the Boardpremises of this Agreement, directly or indirectlyExecutive agrees that, ownfor the term of this Agreement and until and including December 31, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) 2006 (the "Geographic Area"“Restricted Period”), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, for his own account or for the account of others, as an officer, director, stockholder, owner, partner, employee, promoter, consultant, manager or otherwise, participate in the promotion, financing, ownership, operation or management of, or assist in or carry on through a proprietorship, corporation, partnership, limited liability company or other form of business entity or otherwise, any business or business endeavor in the areas of oil field services or products as set forth in Exhibit “A” hereof, which is attached hereto and for all purposes made a part hereof, which Exhibit is acknowledged to be an excerpt from Varco’s most recent SEC Form 10-K filing (the “Business”), within the United States of America, the State of California, any of the counties in the State of California, Canada or any of the provinces in Canada (the “Restricted Territory”). The Business shall also include any future products or services, which are described in a future SEC Form 10-K of Varco which is filed while Executive is serving as a director of Varco. B. In consideration of the premises of this Agreement, the Executive agrees that during such one-year period the Restricted Period, the Executive shall not, whether for his own account or for the account of any other person (aexcluding Varco), (i) solicit or divert contact in an effort to do business fromwith any person who was a customer of Varco during the term of this Agreement, or attempt to convert any clientaffiliate of any such person, account if such solicitation or customer of contact is in competition with the Company or any of its affiliatesBusiness, whether existing at the date hereof or acquired during Employee's employment nor (bii) following Employee's employment, solicit or attempt induce any Varco employees to hire any then employee of leave their employment with Varco or accept employment with anyone else, if such solicitation or inducement is in competition with Varco (iii) interfere in a similar manner with the Employer Business or of any of (iv) disparage the Company, its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934products, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, business or management either directly or indirectly, manages whether orally, in print or exercises control otherwise. Nothing herein shall prohibit or preclude the Executive from performing any other types of services that are not precluded by Section 8A for any such corporationother person. C. Executive has carefully read and considered the provisions of this Section 8 and, guarantees any having done so, agrees that the restrictions set forth in this Section 8 (including the Restricted Period, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of Varco, its financial obligationsofficers, otherwise takes directors, employees, creditors, partners and affiliates. Executive acknowledges that (x) the business of Varco and its affiliates is international in scope, (y) its products and services are marketed throughout the Restricted Territory, and (z) Varco and its affiliates compete with other businesses that are or could be located in any part of the Restricted Territory. In the event that any court determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the parties hereto agree that the provision shall remain in its full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. Executive understands that the restrictions contained in this Section 8 may limit his ability to engage in a business similar to Varco’s business, but acknowledges that he will receive sufficiently high remuneration and other than exercising his rights as a shareholder, or seeks benefits from Varco hereunder to do any of the foregoingjustify such restrictions.

Non-Competition. (a) During his employment a. So long as employee is employed by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic AreaTCI, and that more limited geographical limitations on this non-competition covenant are therefore such employment has not appropriate. The been terminated, Employee also agrees to devote his full working time, attention and energies to the performance of his assigned duties, and Employee shall not, directly or indirectly, during such one-year period (a) solicit alone or divert business fromas a member of any partnership, or attempt as an officer, director or employee of any other corporation, partnership or other organization (other than charitable or other not for profit organizations), be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of his duties hereunder, or which, even if not interfering, may be inimical to convert any clientor contrary to the best interests of TCI. Nothing contained herein is intended to prohibit Employee's passive investment activities so long as they are in compliance with the last sentence of Section 6.b. b. Employee also agrees that he will not, account so long as he is an employee or customer officer of the Company TCI or any of its affiliatessubsidiaries, whether existing at or during the date hereof Severance/Consulting Period, directly or acquired during Employee's employment nor (b) following Employee's employmentindirectly, solicit as owner, partner, joint venture, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor or attempt to hire in any then employee of the Employer capacity whatsoever, engage or of become financially interested in, be employed by, or have any connection with, any business competing with TCI or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit subsidiaries, in any geographic area where the ownership by the business of TCI or any of its subsidiaries is being or had been conducted in any manner whatsoever, provided, however, that Employee of less than one percent (1%) of may own any class of securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time one percent of the foregoing businesses having a any class of stock or securities registered pursuant of such company. c. Except in furtherance of his duties to TCI, Employee further agrees that in order to protect TCI's trade secrets, during the Securities Exchange Act term of 1934this Agreement or during the Severance/Consulting Period, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayhe will not, either directly or indirectly, manages participate in any effort to develop, manufacture or exercises control market products or services that compete with TCI's products or services (including products or services that TCI can demonstrate it intends to develop or are under development). d. In addition to the foregoing, during the term of this Agreement and during the Severance/Consulting Period, Employee will not cause, directly or indirectly, (1) any such corporationemployee, guarantees any consultant or independent contractor of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderthe Company, or seeks to do (2) any customer, potential customer, or partner of the foregoingCompany, to sever or modify their relationship with the Company in any respect. e. Employee acknowledges that any payments or benefits provided under this Agreement by TCI during the Severance/Consulting Period are made expressly contingent upon Employee's continued compliance with this Section 6 and the Inventions Agreement during the Severance/Consulting Period. As a result, TCI shall be entitled to discontinue any payments or benefits provided during the Severance/Consulting Period if Employee is in violation of this Section 6 or the Inventions Agreement in any respect.

Non-Competition. (a) During his employment by the period during which Executive is employed hereunder and, at the Company's option and subject to the Company continuing to pay (except as provided in subparagraph (c) below) the Executive all salary and for a period of benefits (but not stock options) paid to him in the year preceding his termination or expiration hereof, during the one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly period following such termination or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) expiration (the "Geographic AreaNon-Competition Period"), in ): (i) the Executive will not make any business that is a customer of, competitive to, a business from which the Company statement or perform any act intended to advance an interest of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company any existing or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer prospective competitor of the Company or any of its affiliatesAffiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its relationship and dealings with existing or potential customers or clients, whether existing at or solicit or encourage any other executive of the date hereof Company or acquired during Employeeany of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of the Company or any of its Affiliate's employment nor interests or in violation of any provision of this Agreement; (bii) following Employee's employmentthe Executive will not solicit, solicit divert or take away, or attempt to hire divert or to take away, the business or patronage of any then of the clients, customers, dealers, distributors, representatives or accounts, or prospective clients, customers, dealers, distributors, representatives or accounts, of the Company or its Affiliates which were contacted, solicited or served by employees of the Company while the Executive was employed by the Company; (iii) the Executive will not directly or indirectly (as a director, stockholder, officer, executive, manager, consultant, independent contractor, advisor or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any business or organization which engages in competition with the Company or any of its Affiliates in the United States or any other geographical area where any business is presently carried on by the Company or any of its Affiliates, or (ii) any business or organization which engages in competition with the Company or any of its Affiliates in any geographical area where any business shall be hereafter, during the period of the Executive's employment by the Company, carried on by the Company or any of its Affiliates, if such business is being carried on by the Company or any of its Affiliates in such geographical area during the Non-Competition Period; and (iv) the Executive will not directly or indirectly solicit for employment, or advise or recommend to any other person that they employ or solicit for employment, any employee of the Employer Company or of any of its affiliatesAffiliates; and provided, however, that the provisions of this Section 8(a) shall not be deemed to prohibit the Executive's ownership of not more than five percent (5%) of the total shares of all classes of stock outstanding of any publicly held company. (bi) The foregoing restriction shall not be construed to prohibit Executive further agrees that the ownership limitations set forth in this Section 8 (including, without limitation, any time or territorial limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It is understood and agreed that the covenants made by the Employee Executive in this Section 8 (and in Section 6 hereof) shall survive the expiration or termination of less than one percent this Agreement. (1%ii) The Executive acknowledges and agrees that a remedy at law for any breach or threatened breach of any class the provisions of securities of any corporation which is engaged in this Section 8 would be inadequate and, therefore, agrees that the Company and any of the foregoing businesses having a class of securities registered pursuant its Affiliates shall be entitled to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment injunctive relief in addition to any other available rights and that neither the Employee nor any group of persons including Employee remedies in any way, either directly or indirectly, manages or exercises control cases of any such corporationbreach or threatened breach; provided, guarantees however, that nothing contained herein shall be construed as prohibiting the Company or any of its financial obligationsAffiliates from pursuing any other rights and remedies available for any such breach or threatened breach. (i) in the event the Executive is terminated during the Employment Term without "Cause," the Company will pay to the Executive his then current salary and benefits during the one year following such termination in order to enforce the non-compete agreement; (ii) in the event the Executive is terminated for "Cause," he will be bound by the non-competition agreement, otherwise takes but will not be paid any part in its business, other than exercising amounts with respect to the one-year period after the termination of his rights as a shareholder, or seeks to do any employment; (iii) if the Executive leaves voluntarily before the end of the foregoingEmployment Term, but is not terminated by the Company, the Company will not pay the Executive any amounts, but the Executive will still be bound by the non-competition agreement for the one-year period after his departure; (iv) if the Executive finishes his initial Employment Term, he will be paid for his non-compete for the one-year period after the expiration of the initial term; and (v) if this agreement is renewed for subsequent terms, the above terms shall apply as if each renewal term was the original Employment Term.

Non-Competition. (a) During his employment At all times while the Executive is employed by the Company and for a six (6) month period after the termination of one year thereafterthe Executive's employment with the Company for any reason, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, during engage in or have any interest in 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 (or through any affiliated entity) engages in competition with the Company located within a fifty (50) mile radius of Company's current place of business or any subsequent location Company may conduct business from where the Company markets and sells its products or its services (for this purpose, any business that engages in the retail or wholesale automotive parts and accessories business shall be deemed to be in competition with the Company); provided that such one-year period (a) solicit or divert business from, or attempt provision shall not apply to convert any client, account or customer the Executive's ownership of Common Stock of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership acquisition by the Employee of less than one percent (1%) of any class Executive, solely as an investment, of securities of any corporation which issuer that is engaged in any registered under Section 12(b) or 12(g) of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided 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, 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 controlling interest in or become a member of a group which exercises direct or indirect control or, more than five percent of any class of capital stock of such corporation. During the term of Executive's employment relationship with Company, the geographical limitation of a fifty (50) mile radius contained above shall not be applicable, and Executive shall be prohibited from such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any and/or activity regardless of the foregoinggeographical location of such other business.

Non-Competition. (a) During The Executive acknowledges and recognizes that the highly competitive nature of the Company's business and that the goodwill and patronage of the Company's customers constitute a substantial asset of the Company, having been acquired through considerable time, effort and money. Accordingly, the Executive agrees that during his employment by with the Company and for a period of one year thereafteruntil 2 years after Executive leaves the Company's employ for any reason, the Employee will he shall not, unless acting with without the prior written consent of the BoardCompany, directly or indirectly, own, manage, operate, join, control, finance either individually or participate in the ownership, management, operation, control or financing of, or be connected as an officeremployee, director, employeeagent, partner, principalshareholder, agentconsultant, representativeoption holder, consultant lender of money, guarantor or otherwise with in any other capacity, participate in, engage in or use have a financial interest or permit his name management position or other interest in any business, firm, company or other entity that operates walk-in convenience stores, nor will he solicit any other person to be used engage in connection withany of the foregoing activities, any business or enterprise engaged in a geographic area each case within the Metropolitan Statistical Areas ("MSAs") in which the Company has (or has pending plans to open or acquire within 6 months of the date of termination) active operations generating at least $1,000,000 a year in annual revenues as of the termination of employment hereunder. Participation in the management of FSG or any business operation other than in connection with the management of its affiliates is operating either during his employment a business operation which operates walk-in convenience stores shall not be deemed to be a breach of this Section 10(a). The foregoing provisions of this Section 10(a) shall not prohibit the ownership by the Executive (as the result of open market purchase) of 5% or less of any class of capital stock of a Company which is regularly traded on a national securities exchange or over-the-counter on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesNASDAQ System. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in If any of the foregoing businesses having covenants contained in this Section 10 or any part thereof, is held by a class court of securities registered pursuant competent jurisdiction to be unenforceable because of the duration of such provision, the activity limited by or the subject of such provision and/or the area covered thereby, then the court making such determination shall construe such restriction so as to thereafter be limited or reduced to be enforceable to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoinggreatest extent permissible by applicable law.

Non-Competition. Executive agrees that no Competition Event (aas defined below) During his shall occur prior to the date on which Executive ceases to receive payments and benefits pursuant to this Agreement. For purposes of this Agreement, a “Competition Event” shall occur if Executive directly or indirectly (i) engages in any imaging, radiation therapy or any other business that becomes material to the Company's business during Executive's employment by the Company and for a period of one year thereafter, (the Employee will not, unless acting “Company Business”) within the United States that is the same or substantially similar to or competitive with any service provided by the prior written consent of the Board, directly Company; (ii) competes or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected participates as an agent, employee, officer, director, employeeconsultant, partneradvisor, principal, agent, representative, consultant representative or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area business which has any operations engaged in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of Business within the United States that is the same or at substantially similar to or competitive with any port in service provided by the Gulf of Mexico Company; or (whether iii) competes or not such business is physically located within those areas) (the "Geographic Area")participates as a stockholder, partner or joint venturer, or has any direct or indirect financial interest, in any business enterprise which has any material operations engaged in the Company Business within the United States that is the same or substantially similar to or competitive with any service provided by the Company. The foregoing notwithstanding, the parties agree that neither (i) Executive's passive ownership of up to five percent (5%) interest in any publicly traded or private entity; nor (ii) Executive's employment by or material association with a customer of, competitive to, separately managed and operated division or affiliate of a business from which whose services compete with the Company Business shall be considered a Competition Event hereunder. Should a Competition Event occur before or any during the Salary Continuation Period, as defined in Section 1, above, the Company's obligations under Sections 1 and 2 shall cease as of its affiliates derive at least five percent the date of its respective gross revenues either during his employment by the Competition Event. Notwithstanding the foregoing, Executive shall be required to comply with the requirements of Section 3, above, as long as the Company or on has paid Executive the Termination Date, equivalent of one month's base salary at the then-current rate as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer Date of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesTermination. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company and for For a period of one year thereafterthree (3) years following the Closing Date, the Employee will Seller shall not, unless acting with the prior written consent of the Boardand Seller shall cause its Subsidiaries not to, directly or indirectly, ownin any capacity, manage, operate, join, control, finance engage in or participate in the ownership, management, operation, control have any direct or financing ofindirect ownership interest in, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit his its name to be used in connection withwith (other than those name permissions that are granted in the ordinary course of business), any business or enterprise engaged anywhere in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayengaged, either directly or indirectly, manages in the AS Business or exercises control the IRPS Business (each of the foregoing being referred to herein as a “Competing Business”); provided, however, that the following shall not be deemed a violation of this Section 3.1.9(a). (i) Ownership of stock of any corporation listed on a national securities exchange or traded over the counter so long as Seller and its Subsidiaries collectively do not own more than an aggregate of five percent (5%) of the voting stock of such corporation; (ii) financing, guarantees lending or making extensions of credit to, or foreclosing on the collateral of, any Competing Business in the ordinary course of business, including, without limitation, acquiring any equity securities of any Person that has outstanding indebtedness to Seller or any of its financial obligationsAffiliates, otherwise takes any part in its business, other than exercising his rights or operating a Competing Business as a shareholderresult of such acquisition, in each case, in satisfaction of a debt previously contracted that is in a distressed or troubled situation; (iii) making any investment (or activity related thereto) in a fiduciary or agency capacity of any type and carried out on behalf of clients or other beneficiaries; or (iv) the ownership of, an affiliation with, or seeks to do the conduct of any other prohibited activity with respect to, a Person that conducts, either directly or indirectly, a Competing Business (any such Person, together with all of its Affiliates, a “Competing Person”) that is the direct or indirect result of (A) the merger, consolidation, share exchange, sale or purchase of assets or similar business combination involving Seller or any of its Affiliates and any Competing Person or (B) the foregoingacquisition of any Competing Person by Seller or any of its Affiliates, if, in the case of either (A) or (B), at least 75% of the total consolidated assets or total consolidated revenues (including as revenues net interest income revenues with respect to a lending business) of such Competing Person in the calendar year prior to such ownership or affiliation does not relate to a Competing Business. It is recognized that the Target Businesses are expected to be conducted throughout the United States and that more narrow geographical limitations of any nature on the covenants set forth in this Section 3.1.9 are, therefore, not appropriate.

Non-Competition. (a) During Executive acknowledges that he will have in his employment by or other involvement with the Company and its affiliates, access to Confidential Information that, if disclosed, would assist in competition against the Company and/or its affiliates and that Executive will also generate goodwill for a period the Company and its affiliates in the course of one year thereafterhis employment. Therefore, the Employee Executive hereby agrees that Executive will not: (i) during the period beginning on the Effective Date and ending on the eighteen (18) month anniversary of the termination of Executive’s employment (“Restrictive Period”), unless acting with without the prior written consent of the BoardCompany, the Board or the Employing Entity, which consent may be withheld for any reason or for no reason, directly or indirectly, ownfor Executive’s own account or for the account of others, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employeesecurityholder (passive or otherwise), owner, member, unitholder, partner, principalpromoter, agentconsultant, representativeadvisor, consultant employee, manager or otherwise otherwise, participate in the promotion, financing, ownership, operation or management of, or assist in, furnish advice with respect to, or use carry on through a proprietorship, partnership, joint venture, corporation, other form of business entity or permit his name to be used in connection withotherwise, any business that is engaged in, or enterprise engaged planning to engage in, a Competing Business in a geographic area any state in the United States in which the Company or any of its affiliates is operating either during his employment by the Company then conducts business or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port foreign country in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent then conducts business; provided, however, that nothing in this Section 9.1 will prohibit Executive from holding or acquiring beneficial ownership of its respective gross revenues either 1% or less of any class of interests that is listed for trading on a national securities exchange, provided such ownership is passive in nature; (ii) during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall notRestrictive Period, directly or indirectly, during such one-year period indirectly advise or encourage any current customer (aor any previous customer within the last twelve months) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliatesaffiliates not to conduct business with the Company or any of its affiliates or solicit or do business with any such customer relating to a Competing Business; (iii) during the Restrictive Period, whether existing at the date hereof directly or acquired during Employee's employment nor (b) following Employee's employmentindirectly furnish advice to, solicit or attempt to hire do business with any then employee suppliers or vendors, including any importers, exporters, or direct trade partners (or any previous supplier or vendor within the twelve months immediately preceding the relevant measurement date), of the Employer Company or any of its affiliates relating to a Competing Business; or (iv) during the Restrictive Period, either on Executive’s own behalf or for any other person (other than the Company or any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of hire, solicit, interfere with or endeavor to cause any class of securities of any corporation which is engaged in any employee of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly Company or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising affiliates to leave his rights as a shareholderor her employment, or seeks (2) induce or attempt to do induce any such employee to breach his or her employment agreement with the Company or any of its affiliates. Notwithstanding the foregoing, nothing herein is intended to prevent, or will prevent, the Executive from directly or indirectly making any general solicitation of employment which is not directed specifically to any such employee of the Company.

Non-Competition. (a) During his employment by From and after the Company and for a period of one year thereafterdate hereof, the Employee Executive will not, unless acting with except pursuant to the prior written consent of the Boardterms hereof, directly or indirectly, own, manage, operate, join, control, finance control or participate in the ownership, management, operation, operation or control or financing of, or be employed or be otherwise connected in any manner with, any business under a name similar to the name of any of the Companies or any direct or indirect subsidiary thereof. Prior to the termination of the Executive's employment hereunder and for a period after any such termination or expiration of this Agreement equal to the greater of (i) twelve (12) months and (ii) the balance of the then existing Employment Period (as if this Agreement were not terminated), the Executive will not (except as an officer, director, employee, partneragent or consultant of the Companies) directly or indirectly, principalown, agentmanage, representativeoperate, consultant join, or otherwise with have a financial interest in, control or participate in the ownership, management, operation or control of, or be employed as an employee, agent or consultant, or in any other individual or representative capacity whatsoever, or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged (wherever located) in a geographic area in the design, development, manufacture, distribution or sale of any products, or the provision of any services, which the Company Companies or their direct or indirect subsidiaries were designing, developing, manufacturing, distributing, selling or providing at any time up to and including the date of its affiliates termination of this Agreement or (ii) any business which is operating either similar to or competitive with the business carried on or planned by the Companies or their direct or indirect subsidiaries at any time during his the period of the Executive's employment by the Company Companies, whether during or on prior to the Termination DateEmployment Period, as applicable, presently on unless the East Coast Executive shall have obtained the prior written consent of the United States or at any port in Boards of Directors of the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area")Companies, in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee provided that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less not more than one two percent (12%) of any class of securities of any corporation which is engaged in any of the foregoing businesses businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market, provided further, that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive 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 its business, business other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment In consideration of the Investor entering into the transactions contemplated by the Company Preferred Shares Purchase Agreement and for performing its obligations thereunder, each Shareholder (each a “Covenanter”) severally but not jointly hereby agrees that: (i) During the period from the Service Termination Date to and including the second anniversary of one year thereafterthe Service Termination Date (the “Non-compete Period”), the Employee will each Covenanter shall not, unless acting with the prior written consent and shall procure that each of the Boardhis or her Affiliates do not, directly or indirectly, ownown any interest in, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected (whether as an owner, operator, manager, consultant, officer, director, employee, partner, principalinvestor, agent, representativerepresentative or otherwise), consultant consult with, render services (including through outsourcing, or as an intermediary or agent or otherwise) for or otherwise with engage in or use or permit his name provide assistance to be used any Competing Business in connection withthe PRC, Hong Kong and any business or enterprise engaged in a geographic area other country in which the Company or any its Subsidiaries engage in business; provided, however, nothing in this Section 4 shall prohibit such Covenanter from being passive owners of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities the outstanding shares of any corporation which is engaged publicly traded, so long as such Covenanter has no active participation in the business of such corporation. (ii) During the Non-compete Period, such Covenanter shall not, directly or indirectly through another entity, (A) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any of its employees, (B) hire any person who was an employee of the Company or any of its Subsidiaries within one hundred and eighty (180) days prior to the time such employee is hired by such covenanter or such entity, (C) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, lessor or other business relation of the Company or any of its Subsidiaries to cease or refrain from doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or other business relation and the Company or any of its Subsidiaries (including, without limitation, making any negative statements or communications about the Company or any of its Subsidiaries) or (D) directly or indirectly acquire or attempt to acquire an interest in any Competing Business or any business with which the Company or any of its Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of its Subsidiaries (regardless of whether such business is a Competing Business); provided that none of the foregoing shall apply with respect to or limit any Covenanter in the performance of his or her duties as an executive or employee of the Company or any Subsidiary thereof. (b) The Investor and each of the Covenanters agree that the covenants set forth in this Section 4 are reasonable with respect to period, geographical area and scope. Notwithstanding anything in this Section 4 to the contrary, if at any time, in any arbitral proceeding, any of the foregoing businesses having a class of securities registered restrictions stated in this Section 4 are found pursuant to Section 7(f) to be unreasonable or otherwise unenforceable under circumstances then existing, each Covenanter agrees that the Securities Exchange Act period, scope and/or geographical area, as the case may be, shall be reduced to the extent necessary to enable the arbitral tribunal to enforce the restrictions to the extent such provisions are allowable under Law, giving effect to the agreement and intent of 1934the Parties that the restrictions contained herein shall be effective to the fullest extent permissible. Each of the Covenanters acknowledges and agrees that monetary damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Section 4 and that, in such event, the Investor and/or its respective successors or assigns shall, in addition to any other rights and remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief from any arbitral tribunal of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Section 4 (including the extension of the Non-compete Period applicable to such Covenanter by a period equal to the length of the arbitral proceedings necessary to stop such violation); provided that such ownership represents a passive investment and that neither Covenanter is found to have been in violation of the Employee nor any group provisions of persons including Employee in any way, either directly or indirectly, manages or exercises control this Section 4. Any injunction shall be available without the posting of any such corporation, guarantees bond or other security. In the event of an alleged breach or violation by any Covenanter of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingprovisions of this Section 4, the Non-compete Period will be tolled for such Covenanter until such alleged breach or violation is resolved if such Covenanter is found to have not violated the provisions of this Section 4, then the Non-compete Period will not be deemed to have been tolled. Each Covenanter agrees that the restrictions contained in this Section 4 are reasonable in all respects and are necessary to protect the goodwill of the business of the Company and its Subsidiaries and are an integral part of the Purchase Price to be paid under the Preferred Shares Purchase Agreement.

Non-Competition. (a) During his employment by The Executive agrees that during the Company term of this Agreement and for a period of one (1) year thereafter, the Employee will Executive shall not, unless acting pursuant hereto or with the prior written consent of the BoardBoard of Directors of the Company, directly or indirectly: (a) solicit business from or perform services for, any persons, company or other entity which at any time during the Executive's employment by the Company is a client, customer of the Company or prospective customer of Company if such business or services are of the same general character as those engaged in or performed by the Company (as used herein, the term “prospective customer” shall mean any persons, company or other entity with which the Company had conducted sales or marketing activities within the prior six (6) months); (b) solicit for employment or in any other fashion hire any of the senior management of the Company; (c) own, manage, operate, finance, join, control, finance control or participate in the ownership, management, operation, financing or control or financing of, or be connected as an officer, director, employeeExecutive, partner, principal, agent, representative, consultant or otherwise with any business or enterprise engaged in the same or similar lines of business in which the Company and its subsidiaries are currently engaged or have an intention to enter into within a one (1) year period (the “Business”); (d) use or permit his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by Business; or (e) use the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer name of the Company or any name similar thereto, but nothing in this clause shall be deemed, by implication, to authorize or permit use of its affiliatessuch name after expiration of such period; provided, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employmenthowever, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction that this provision shall not be be-construed to prohibit the ownership by the Employee Executive of less not more than one percent (1%) 3% of any class of the outstanding equity securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934. In the event that the provisions of this Section should ever be adjudicated to exceed the time, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee geographic, service or product limitations permitted by applicable law in any wayjurisdiction, either directly then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service or indirectly, manages or exercises control product limitations permitted by applicable law. (f) The provisions of any such corporation, guarantees any this Section 7 shall survive the termination of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingthis Agreement.

Non-Competition. (a) During his the Executive's employment by with the Company Company, and for a period of one year thereafter, the Employee will notExecutive agrees that, unless acting with without the prior written consent of the BoardCompany, directly or indirectly, own, manage, operate, join, control, finance or participate in (a) 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee, or in any other capacity, carry on or engage in, or advise or have any financial interest in any company that carries on or engages in, business in North America which is in competition, with the Business of the Company or its subsidiaries (as defined below); (b) the Executive shall not, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit for employment any person that has been employed by the Company or any of its subsidiaries at any time during such one-the one (1) year period immediately preceding such solicitation, provided, however, that this provision does not apply to (ai) any employee hired by the Company during the 90-day period following the Effective Date and who was first presented to the Company by the Executive, and (ii) the Executive's personal administrative assistant and/or secretary; and (c) the Executive shall not, on his own behalf or on behalf of any competitor in the Business, solicit or divert the business from, of any person or attempt to convert any client, account entity which was a customer (or customer a prospective customer) of the Company or any of its affiliates, whether existing subsidiaries at any time during the date hereof or acquired during EmployeeExecutive's employment nor (b) following Employee's employment, solicit with the Company or attempt to hire any then employee as of the Employer Executive's Date of Termination. The "Business" of the Company or its subsidiaries shall mean the development, manufacture and marketing of oxygen therapeutics for intravenous use in humans or animals. Anything in this Section 9 to the contrary notwithstanding, the Executive may invest in stock, bonds, or other securities of any business in competition with the Business of its affiliates. the Company (bbut without otherwise participating in such competition with the Company) The foregoing restriction shall if his investment does not be construed to prohibit exceed, in the ownership by the Employee of less than one percent (1%) case of any class of securities the capital stock of any corporation which is engaged in any one issuer, three percent (3%) of the foregoing businesses having a class issued and outstanding shares, or, in the case of securities registered pursuant to other securities, three percent (3%) of the Securities Exchange Act aggregate principal amount thereof issued and outstanding. Under no circumstance shall the Executive's membership on the board of 1934, provided that directors of MedQuest or on such ownership represents a passive investment and that neither the Employee nor any group other boards of persons including Employee 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 its business, other than exercising his rights as a shareholderdirectors on which he may serve without violating this Agreement, or seeks what he reasonably believes is the exercise of his fiduciary duties in such capacities, be deemed to do any of the foregoingviolate this Agreement.

Non-Competition. (a) During his employment In view of the unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company under this Agreement or otherwise, Participate In (as defined below) 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 or profession of the Company or any of the Companies, and (ii) for a period of one year thereafterafter he ceases to be employed by the Company under this Agreement as a result of Employee's voluntary action (not including an election pursuant to subsection 11(a)(3) or any termination by the Company of this Agreement without cause), the Employee or pursuant to subsection 11(a)(1) hereof, he will not, unless acting not compete with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate be engaged in the ownership, management, operation, control same business as or financing of, Participate In any other business or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise organization which during such one year period competes with or use or permit his name to be used in connection with, any business or enterprise is engaged in a geographic area in which the same business as the Company or any of its affiliates is operating either during his employment by the Company Companies with respect to any product or on service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the Termination Date, as applicable, presently on time of such cessation except that (i) in each case the East Coast provisions of this Section 7 will not be deemed breached merely because Employee owns not more than 2% of the United States outstanding common stock of a corporation, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or at any port is regularly traded in the Gulf over-the-counter market by a member of Mexico a national securities exchange or (whether or not such business ii) Employee is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout some capacity with the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of New York Islanders professional hockey franchise in the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934National Hockey League, provided that such ownership represents a passive investment and that neither involvement will not materially interfere with the Employee nor any group Employee's fulfillment of persons including Employee 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 its business, other than exercising his rights responsibilities as a shareholder, or seeks to do any Executive Vice President of the foregoingCompany.

Non-Competition. (a) During his employment by As additional consideration for the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name compensation to be used in connection withpaid to Executive under this Agreement, any business or enterprise engaged in a geographic area in which Executive acknowledges that during the Company or any course of its affiliates is operating either during his Executive’s employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of with the Company and its affiliates Subsidiaries Executive shall have access to and the Employee's connection therewith is or will be involved in activity throughout the Geographic Areashall become familiar with, and prior hereto during Executive’s employment with Grede II LLC Executive has become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company Group and that more limited geographical limitations on this non-competition covenant are therefore Executive’s services shall be of special, unique and extraordinary value to the Company and its Subsidiaries, and therefore, Executive agrees that, during the Employment Period and for eighteen (18) months thereafter (the “Noncompete Period”), Executive shall not appropriate. The Employee also shall not, directly or indirectlyindirectly own any interest in, during such one-year period (a) solicit or divert business frommanage, control, participate in, consult with, render services for, be employed by, or attempt to convert in any clientmanner engage in, account any person, business or customer entity competing with any member of the Company Group as such businesses exist or any of its affiliates, whether existing at are in process during the Employment Period or on the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer termination or expiration of the Employment Period, within any geographical area in which any member of its affiliates. the Company Group engage or plan to engage in such businesses (b) The foregoing restriction a “Competitive Business”). Nothing herein shall prohibit Executive from being a passive owner of not be construed to prohibit more than 2% of the ownership by the Employee of less than one percent (1%) outstanding stock of any class of securities of any a corporation which is engaged publicly traded, so long as Executive has no active participation in any the business of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees and Executive may, without violating this Section 9(a), serve as an employee, consultant or independent contractor to any of its financial obligations, otherwise takes person or business engaging in a Competitive Business through any part in its business, other division or subsidiary provided such Competitive Business generates less than exercising his rights as a shareholder, or seeks to do any 20% of the foregoingannual revenue of such person or business and provided that Executive does not participate in, work for or provide any services to such person or business in connection with such Competitive Business.

Non-Competition. (a) During his employment In view of the unique and valuable services it is expected Employee will render to the Company, and in consideration of the compensation to be received hereunder, Employee agrees (i) that he will not, during the period he is employed by the Company under this Agreement or otherwise, Participate In (as defined below) 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 or profession of the Company or any of the Companies, and (ii) for a period of one year thereafterafter he ceases to be employed by the Company under this Agreement as a result of Employee's voluntary action (not including an election pursuant to subsection 11(a)(3) or any termination by the Company of this Agreement without cause), the Employee or pursuant to subsection 11(a)(1) hereof, he will not, unless acting not compete with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate be engaged in the ownership, management, operation, control same business as or financing of, Participate In any other business or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise organization which during such one year period competes with or use or permit his name to be used in connection with, any business or enterprise is engaged in a geographic area in which the same business as the Company or any of its affiliates is operating either during his employment by the Company Companies with respect to any product or on service sold or proposed to be sold or activity engaged in or proposed to be engaged in up to the Termination Date, as applicable, presently on time of such cessation except that (iii) in each case the East Coast provisions of this Section 7 will not be deemed breached merely because Employee owns not more than 2% of the United States outstanding common stock of a Company, if, at the time of its acquisition by Employee, such stock is listed on a national securities exchange, is reported on Nasdaq, or at any port is regularly traded in the Gulf over-the-counter market by a member of Mexico a national securities exchange or (whether or not such business ii) Employee is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout some capacity with the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of New York Islanders professional hockey franchise in the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934National Hockey League, provided that such ownership represents a passive investment involvement will not materially interfere with the Employee's fulfillment of his responsibilities as Chief Executive Officer and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any President of the foregoingCompany.

Non-Competition. During the Employment Period and for an additional period of six (a6) During his employment by months following the date of such termination or the expiration of this Agreement, (the "Restricted Period"), the Executive will not (except as an officer, director, stockholder, employee, agent or consultant of the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, or any affiliate thereof) directly or indirectly, own, manage, operate, join, controlor have a financial interest in, finance control or participate in the ownership, management, operation, operation or control or financing of, or be connected employed as an officer, director, employee, partneragent or consultant, principalor in any other individual or representative capacity whatsoever, agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, or be otherwise connected in any manner with (i) any business or enterprise engaged in a geographic area in which the Company or within any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast portion of the United States or at any port in the Gulf of Mexico Canada (whether or not such business is physically located within those areasthe United States or Canada) (in the "Geographic Area")design, in development, manufacture, distribution, lease, rental or sale of any business that is a customer ofproducts, competitive toor the provision of any services, a business from which the Company or any of its affiliates derive was designing, developing, manufacturing, distributing, leasing, renting, selling or providing at least five percent any time up to and including the date of its respective gross revenues either during his employment by the Company termination of this Agreement or on the Termination Date, as applicable. It (ii) any business which is recognized by the Employee that competitive with the business of the Company and its affiliates and the Employee's connection therewith is carried on or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of planned by the Company or any of its affiliates, whether existing affiliates at any time during the date hereof or acquired during Employeeperiod of the Executive's employment nor (b) following Employee's employmentby the Company, solicit or attempt to hire any then employee unless the Executive shall have obtained the prior written consent of the Employer or of any of its affiliates. (b) The Board, provided that the foregoing restriction shall not be construed to prohibit as prohibiting the ownership by the Employee Executive of less not more than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses businesses, having a class of securities registered pursuant to the Securities Exchange Act of 1934, which securities are publicly owned and regularly traded on any national exchange or in the over-the-counter market; provided further, that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive 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 its business, business other than exercising his rights as a shareholder, or seeks to do any of the foregoing. Each of the parties expressly acknowledges and understands that twenty five percent (25%) of the incremental compensation to be paid to Executive hereunder has been specifically negotiated and agreed to be paid as special consideration such that the foregoing non-competition provisions of this Section 10 shall be fully binding from inception of this Agreement and thereafter as provided above, and Executive expressly waives any and all judicial, arbitral, administrative and/or any other remedy to rescind, void, negate or otherwise render this Section 10 inoperative on the basis of any equitable or legal grounds whatsoever and Executive shall fully indemnify and hold harmless the Company if Executive breaches or brings any challenge to this Section 10, including, without limitation, reimbursement of Company's attorneys fees and reasonable costs and expenses incurred in connection therewith.

Non-Competition. (ai) During his Except to the extent contemplated in Section 2(a), Employee shall not, during the Term, have any other employment by except with the Company prior approval of the Board of Directors and that without the written consent of the Board of Directors, Employee agrees that during the Term or any extension thereof he will not be affiliated with any competitor, supplier or customer of the Company, as an officer, director, partner, employee, agent, consultant (or similar capacity) or more than a one percent stockholder. (ii) Employee further agrees that during the Term and for a period of one year thereafterfollowing the Term, the Employee he will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business fromas proprietor, partner, shareholder, director, officer, employee, agent, consultant, or attempt in any other capacity or manner whatsoever, engage in any business activity competitive with either the computer based training or internet based training business of the Company, as constituted during his employment and on the date of termination of his employment. If any court of competent jurisdiction shall determine this covenant to convert be unenforceable as to either the term or scope imposed above, then this covenant nevertheless shall be enforceable by such court as to such shorter term or such lesser scope as may be determined by the court to be reasonable and enforceable. (iii) Employee further agrees that during the Term and for a period of two years following the Term he will not, directly or indirectly, participate (on his own behalf or on behalf of any clientother corporation, account venture or enterprise engaged in commercial activities) in any matters that were the subject of outstanding bids or solicitations by the Company or any subsidiary or affiliate of the Company or of bids or solicitations in preparation by the Company or any subsidiary or affiliate of the Company during the Term. (iv) Employee further agrees that during the Term (other than in the ordinary course of business) and following the Term, he will not, directly or indirectly, take with him or use any property, such as drawings, reports, data or proposals, design or manufacturing information, research or development of other activities, wage and salary information, customer lists or prospect lists, records or the like of the Company or any of its affiliates, whether existing at the date hereof subsidiary or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee affiliate of the Employer Company relating or peculiar to the Company or any such subsidiary or affiliate, or their business or products, nor disclose to any others information of any a proprietary or privileged nature, without prior written consent of its affiliatesthe Chief Executive Officer or Board of Directors. (bv) The foregoing restriction shall not be construed to prohibit Employee and the ownership by Company agree that during and after the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934Term, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any waythey will not, either directly or indirectly, manages disparage or exercises control of any such corporationcause others to disparage the Company or Employee, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholderthe case may be, or seeks to do any the management, personnel, products or prospects of the foregoingCompany.

Non-Competition. 7.1 The Executive acknowledges that he will be entrusted with detailed confidential information and trade secrets concerning the present and contemplated techniques and modes of merchandising evolved and used in connection with the Business and concerning the customers and clients of the Business, their names, addresses and requirements and concerning employees of the Business, the disclosure of any of which detailed confidential information and trade secrets to competitors of the Corporation or to the general public would be highly detrimental to the best interests of the Corporation. The Executive further acknowledges and agrees that the right to maintain confidential such detailed confidential information and trade secrets constitutes a proprietary right which the Corporation is entitled to protect. Accordingly, the Executive covenants and agrees with the Corporation: (a) During his employment by the Company and for a period of one year thereafter, the Employee that he will not, unless acting except with the prior written consent of the Board, directly Corporation or indirectly, own, manage, operate, join, control, finance or participate in the ownershipcourse of his employment for the purposes of the Business, managementat any time during his employment with the Corporation or during the period of two years from the date of any termination of his employment, operationdisclose any of such detailed confidential information and trade secrets with respect to the Business to any person or use the same for any purposes other than those of the Corporation; (b) that he will not, control except with the prior written consent of the Corporation, at any time during his employment with the Corporation or financing ofduring the period of two years from the date of any termination of his employment, either individually or be connected in partnership or jointly or in conjunction with any person as an officer, director, employee, partner, principal, agent, representativeshareholder, consultant creditor, employee, partner or otherwise in any other manner whatsoever carry on or be engaged in or be concerned with or use interested in or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person engaged in connection with, or concerned with or interested in any business directly competitive with the Business or enterprise engaged any portion of the Business, anywhere in a geographic area any country of the world in which the Company Business or any portion of its affiliates the Business is operating either carried on or is proposed to be carried on at any time during his employment by with the Company or on Corporation; and (c) that he will not, except with the Termination Date, as applicable, presently on the East Coast prior written consent of the United States Corporation, at any time during his employment with the Corporation or at any port time during the period of two years from the date of any termination of his employment: (i) contact, for the purpose of solicitation in the Gulf of Mexico (whether connection with a similar business, any person, firm, corporation or not such business is physically located within those areas) (the "Geographic Area"), in any business that governmental agency who is a customer of, competitive to, a business from which of the Company Corporation in connection with the Business at such date of termination; or (ii) contact any employee or any executive of its affiliates derive at least five percent of its respective gross revenues either during his employment the Corporation employed by the Company Corporation at such date of termination in connection with the Business for the purpose of offering him or on her employment with any person other than the Termination DateCorporation. 7.2 If any covenant or provision herein is determined to be void or unenforceable in whole or in part, as applicable. It is recognized by it shall not be deemed to affect or impair the Employee that the business validity of the Company any other covenant or provision and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period subclauses (a) solicit or divert business from), or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt and (c) and paragraphs (i) and (ii) of subclause (c) of clause 7.1 hereof are declared to hire any then employee of be separate and distinct covenants. The Executive hereby agrees that all restrictions in clause 7.1 are reasonable and valid and all defences to the Employer or strict enforcement thereof by the Corporation are hereby waived by the Executive. The Executive acknowledges that a violation of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee provisions of less than one percent (1%) of any class of securities of any corporation which is engaged clause 7.1 will result in any of the foregoing businesses having a class of securities registered pursuant immediate and irreparable damage to the Securities Exchange Act Corporation and agrees that in the event of 1934such violation the Corporation shall, provided that in addition to any other right to relief, be entitled to equitable relief by way of temporary or permanent injunction and to such ownership represents a passive investment other relief as any court of competent jurisdiction may deem just and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingproper.

Non-Competition. (a) During his her employment by the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his her name to be used in connection with, any business or enterprise in competition with Maritrans Inc., the Company or any of its Affiliates and engaged in a geographic area in which Maritrans Inc., the Company or any of its affiliates Affiliates is operating either (i) on the date of reference, during his her employment by the Company or (ii) following her Termination Date, on the Termination Date, as applicable, . The Employee recognizes that the Company presently operates on the East Coast of the United States or and at any port all ports in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "“Geographic Area"”), in . “Competition” includes any business that is a customer of, competitive to, or in a business segment from which Maritrans Inc., the Company or any of its affiliates Affiliates derive at least five percent of its respective gross revenues either during his her employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of Maritrans Inc., the Company and its affiliates Affiliates and the Employee's ’s connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of Maritrans Inc., the Company or any of its affiliatesAffiliates, whether existing at the date hereof or acquired during Employee's ’s employment nor (b) following Employee's ’s employment, solicit solicit, hire or attempt to hire any then employee of the Employer Maritrans Inc. or of any of its affiliatestheir Affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by As additional consideration for the Company and for a period of one year thereafter, the Employee will not, unless acting with the prior written consent of the Board, directly or indirectly, 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 his name compensation to be used in connection withpaid to Executive under this Agreement, any business or enterprise engaged in a geographic area in which Executive acknowledges that during the Company or any course of its affiliates is operating either during his Executive’s employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of with the Company and its affiliates Subsidiaries Executive shall have access to and the Employee's connection therewith is or will be involved in activity throughout the Geographic Areashall become familiar with, and prior hereto during Executive’s employment with Metaldyne LLC Executive has become familiar with, the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information concerning the Company Group and that more limited geographical limitations on this non-competition covenant are therefore Executive’s services shall be of special, unique and extraordinary value to the Company and its Subsidiaries, and therefore, Executive agrees that, during the Employment Period and for eighteen (18) months thereafter (the “Noncompete Period”), Executive shall not appropriate. The Employee also shall not, directly or indirectlyindirectly own any interest in, during such one-year period (a) solicit or divert business frommanage, control, participate in, consult with, render services for, be employed by, or attempt to convert in any clientmanner engage in, account any person, business or customer entity competing with any member of the Company Group as such businesses exist or any of its affiliates, whether existing at are in process during the Employment Period or on the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer termination or expiration of the Employment Period, within any geographical area in which any member of its affiliates. the Company Group engage or plan to engage in such businesses (b) The foregoing restriction a “Competitive Business”). Nothing herein shall prohibit Executive from being a passive owner of not be construed to prohibit more than 2% of the ownership by the Employee of less than one percent (1%) outstanding stock of any class of securities of any a corporation which is engaged publicly traded, so long as Executive has no active participation in any the business of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees and Executive may, without violating this Section 9(a), serve as an employee, consultant or independent contractor to any of its financial obligations, otherwise takes person or business engaging in a Competitive Business through any part in its business, other division or subsidiary provided such Competitive Business generates less than exercising his rights as a shareholder, or seeks to do any 20% of the foregoingannual revenue of such person or business and provided that Executive does not participate in, work for or provide any services to such person or business in connection with such Competitive Business.

Non-Competition. (a) During his employment The Company shall provide the Executive Confidential Information only for use during the period during which he is employed by the Company. In consideration of the Company providing the Executive Confidential Information following the date hereof and for Executive’s continued employment hereunder, and as a period condition of one year thereafterthe Company’s entry into this Agreement, the Employee will notExecutive agrees and covenants that, unless acting during the Executive’s employment with the prior written consent of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates and continuing through the date that is operating either during his employment 12 months following the date that Executive ceases to be employed by the Company or on the Termination Dateany of its affiliates, as applicable, presently on the East Coast regardless of the United States reason for such termination (such period, the “Prohibited Period”) the Executive will not directly or at indirectly engage in any port in the Gulf of Mexico Prohibited Activity (whether defined below) either on Executive’s own behalf or not such business is physically located within those areas) (the "Geographic Area")with any corporation, partnership, sole proprietorship or any other person or entity, or otherwise engage in any business that which, in the reasonable judgment of the Company, is a customer of, or becomes competitive to, a business from which with the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by in or with respect to the Company Restricted Area, or on the Termination Date, as applicable. It which is recognized by the Employee that or becomes otherwise prejudicial to or in conflict with the business of the Company and or any of its affiliates in or with respect to the Restricted Area (such judgment to be based on the Executive’s positions and responsibilities while employed by the Employee's connection therewith is Company or will be involved any of its affiliates; the Executive’s post-employment responsibilities and position with any such corporation, partnership, sole proprietorship, person, entity or business; the extent of past, current and potential competition or conflict between the Company or any affiliate and any such other corporation, partnership, sole proprietorship, person, entity or business; the effect on customers, suppliers and competitors of the Executive’s assuming such post-employment position; the guidelines established in activity throughout the Geographic Areathen-current edition of the Company’s code of conduct (or similar policy); and such other considerations as are deemed relevant given the applicable facts and circumstances). (i) For purposes of this Section 4, and that more limited geographical limitations the term “Prohibited Activity” shall mean the Executive engaging in (other than on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer behalf of the Company or any of its affiliates): (i) any activity within, whether existing at or with respect to, the date hereof Restricted Area (defined below) in which the Executive contributes his knowledge, directly or acquired during Employee's employment nor (b) following Employee's employmentindirectly, solicit in whole or attempt in part, with respect to hire any then employee activities or anticipated activities that are or may be competitive with the business activities of the Employer Company or of any of its affiliates to an entity engaged in the same or similar business as that engaged in by the Company or its affiliates, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, or in any other capacity which is similar to that in which the Executive provided services to the Company or its affiliates; or (ii) any activity that may result or inevitably results in disclosure by the Executive of Company trade secrets or other Confidential Information or Customer Information. (bii) The foregoing restriction For purposes of this Section 4, the “Restricted Area” means the geographic area corresponding to the Executive’s area of responsibility in which the Company engaged in manufacturing, selling, distributing, and/or marketing its products/services during the 12 month period prior to the date the Executive’s employment with the Company or any of its affiliates ends. (iii) Nothing herein shall not be construed to prohibit the ownership by the Employee of Executive from purchasing or owning less than one five percent (15%) of any class of the publicly traded securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934or entity, provided that such ownership represents a passive investment and that neither the Employee nor any Executive is not a controlling person of, or a member of a group of persons including Employee in any waythat controls, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. Except as otherwise provided in this subsection (a) During his employment by c), at all times during the Company term of this Agreement and for a period of one year eighteen (18) months thereafter, the Employee will shall not, unless acting with the prior written consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected , (i) as an officerindividual proprietor, partner, stockholder, director, officer, employee, partner, principaljoint venturer, agent, representativeconsultant, consultant lender or otherwise with in any other capacity whatsoever (other than as a holder of less than two (2) percent of any class of publicly traded equity securities) participate in or use or permit his name to be used engage in connection with, any business or enterprise engaged in a geographic area in which comparable to the business of the Company or any of its affiliates is operating either during his employment by subsidiaries, which endeavor derives a majority of its revenue from its business within the Company state of California; or (ii) solicit, aid or on the Termination Date, as applicable, presently on the East Coast of the United States encourage any person or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is entity who was a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or potential customer of the Company or any of its affiliatessubsidiaries, whether existing at and about whom Employee gained a significant understanding during the date hereof period of his employment hereunder, to terminate such customer's relationship with the Company or acquired during any of its subsidiaries or to conduct with any other person or entity any business or activity which such customer then conducts or could conduct with the Company or any of its subsidiaries. During the period that this subsection (c) applies, Employee shall inform any prospective employer of Employee's covenants and obligations under this subsection (c). If (i) Employee terminates his employment hereunder for cause or (ii) the Company terminates Employee's employment nor hereunder without cause, this subsection (bc) following Employee's employmentshall apply only for the period during which payments are made under Section 6(d) or 6(e) of this Agreement, solicit or attempt as the case may be. In the event that this Agreement expires without renewal pursuant to hire any then employee notice of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership non-renewal given by the Employee of less than one percent Company, this subsection (1%c) shall apply only for the period during which payments are made under Section 6(f) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoingthis Agreement.

Non-Competition. (a) During his Executive agrees that during the Term of her employment by the Company and for a period of one (1) year thereafter, following the Employee will not, unless acting with the prior written consent termination of the Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his Executive's employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) hereunder (the "Geographic AreaNon-Competitive Period"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also Executive shall not, directly or indirectly, during such one-year period (a) solicit or divert business fromas owner, partner, joint venturer, stockholder, employee, broker, agent, principal, trustee, corporate officer, director, licensor, or attempt to convert in any clientcapacity whatsoever engage in, account become financially interested in, be employed by, render any consultation or customer business advice with respect to, or have any similar relationship with (collectively, a "Relationship"), any business which is engaged in development and commercialization of any technologies or products which are directly competitive with, or an emulation of, any technology or application thereof or products based thereon designed, marketed, announced, leased or sold by the Company or any of its subsidiaries, in any geographic area where, during the time of her employment, the business of the Company or any of its affiliatessubsidiaries is being, whether existing at the date hereof had been or acquired during Employee's employment nor (b) following Employee's employmentwas actually planned to be, solicit or attempt to hire conducted in any then employee of the Employer or manner whatsoever; provided, however, that Executive may own any securities of any of its affiliates. (b) The foregoing restriction shall corporation which is engaged in such business and is publicly owned and traded but in an amount not be construed to prohibit the ownership by the Employee of less than exceed at any one time one percent (1%) of any class of stock or securities of such company; and provided further that Executive shall not be prohibited from having a Relationship (during the Non- Competitive Period and after termination of Executive's employment for any corporation reason) with any subsidiary or division of any entity which is engaged does not engage or propose to engage in any of the foregoing businesses having activities from which Executive is precluded as set forth above, notwithstanding that other subsidiaries or divisions of such entity may be engaged in such activities (subject to Executive's continued compliance with her confidentiality obligations contained in Section 4); and provided further that upon termination of employment, a class Relationship which would otherwise be prohibited hereunder may be approved in advance in writing by and at the sole discretion of securities registered pursuant to the Securities Exchange Act Board of 1934Directors of the Company. In addition, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee in any wayExecutive shall not, either directly or indirectly, manages during the Non-Competitive Period, request or exercises control of cause any such corporation, guarantees suppliers or customers with whom the Company or any of its financial obligationssubsidiaries has a business relationship to cancel, otherwise takes any part in its businessreduce, other than exercising his rights as a shareholdermodify, or seeks to do terminate any such business relationship with the Company or any of its subsidiaries or solicit, interfere with or entice from the foregoingCompany any employee (or former employee) of the Company.

Non-Competition. (a) During his employment by In view of the unique and valuable services it is expected the Employee will render to the Company, the Employee's knowledge of the customers, trade secrets, and other proprietary information relating to the business of the Company and its customers and suppliers, and similar knowledge regarding the Company it is expected the Employee will obtain, the Employee agrees that during the Employment Period and for a period of one (1) year thereafter, he will not compete with, or be engaged in the same business as, the Company with respect to any product or service sold, or activity engaged in, by the Company in any geographical area which, at the Transition Date, such product or service is sold, or activity is engaged in, by the Company; provided, however, that the provisions of this Section 4 shall not be interpreted to preclude the Employee, at any time and from time to time, from (a) Participating in any other person or organization if approved by a majority of the independent Directors of the Company; or (b) to the extent otherwise prohibited hereby, owning not more than five percent (5%) of the outstanding capital stock of any publicly-traded person; or (c) owning interests in certain persons, which interests are owned by the Employee will not, unless acting with on the prior written consent of the Board, date hereof. The terms "Participate In" and "Participating In" shall mean: "directly or indirectly, ownfor his own benefit, manageor for, operatewith, joinor through any other person, controlown or owning, finance manage or managing, operate or operating, control or controlling, loaning money to or lending money to, or participate in or participating in, as the case may be, the ownership, management, operation, or control or financing of, or be connected or being connected, as an the case may be, as a director, officer, director, employee, partner, principalconsultant, agent, representativeindependent contractor, consultant or otherwise otherwise, with or acquiesce or acquiescing, as the case may be, in the use or permit of his name to be used in connection with, any business or enterprise engaged in a geographic area in which the Company or any of its affiliates is operating either during his employment by the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee that the business of the Company and its affiliates and the Employee's connection therewith is or will be involved in activity throughout the Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliatesin. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee of less than one percent (1%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither the Employee nor any group of persons including Employee 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. The Executive agrees that: (a) During his employment by the Company Employment Term and for a period of one year two (2) years thereafter, or, if longer, for the Employee period during which the Executive receives payments from the Company under Section 5.2, the Executive will not, unless acting except with the prior written consent of the Board, directly or indirectly, indirectly 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 with, or use or permit his name to be used in connection with, any business or enterprise that is engaged in a geographic area in which the Company or any of its affiliates is operating or has documented plans to operate, provided the Executive has knowledge of those plans, either during his employment by the Company Employment Term or on the Termination Datedate the Executive's employment terminates, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico (whether or not such business is physically located within those areas) (the "Geographic Area"), in any business that is a customer of, directly competitive to, to a business from which maintained by the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by or to a business that the Company or any of its affiliates has documented plans to maintain, provided that the Executive has knowledge of those plans, either during the Employment Term or on the Termination Datedate the Executive's employment terminates, as applicableapplicable ("Competing Business"). It is recognized by the Employee Executive that the business of the Company and its affiliates operates throughout the Geographic Area and that the Employee's connection therewith Executive is or will be involved in activity such business throughout the Geographic Area, and therefore, that more limited geographical limitations on this non-competition covenant are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction restrictions shall not be construed to prohibit the ownership by the Employee Executive of less than one five percent (15%) of any class of securities of any corporation which that is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 19341934 (the "Exchange Act"), provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.

Non-Competition. (a) During his employment by the Company Employment Term and for a period of one year thereafterfollowing the date that the Executive's employment with CSS is terminated by either party, the Employee will not, unless acting with without the prior written consent of the Committee of the CSS Board, directly or indirectly, 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 his name to be used in connection with, any business or enterprise engaged in a geographic area in which within any portion of North America and any other country where CSS may do business during the Company or any of its affiliates is operating either during his employment by Employment Term (collectively, the Company or on the Termination Date, as applicable, presently on the East Coast of the United States or at any port in the Gulf of Mexico "Territory") (whether or not such business is physically located within those areasthe Territory) that is engaged in the creation, design, manufacture, distribution or sale of seasonal social expression products to mass market retailers or any other business in which CSS or its affiliates may be engaged during the Employment Term (the "Geographic AreaBusiness"), in any business that is a customer of, competitive to, a business from which the Company or any of its affiliates derive at least five percent of its respective gross revenues either during his employment by the Company or on the Termination Date, as applicable. It is recognized by the Employee Executive that the business of the Company and its affiliates Business and the EmployeeExecutive's connection therewith is or will be involved in activity throughout the Geographic AreaTerritory, and that more limited geographical limitations on this non-competition covenant (and the non-solicitation covenant set forth in Paragraph 5 hereof) are therefore not appropriate. The Employee also shall not, directly or indirectly, during such one-year period (a) solicit or divert business from, or attempt to convert any client, account or customer of the Company or any of its affiliates, whether existing at the date hereof or acquired during Employee's employment nor (b) following Employee's employment, solicit or attempt to hire any then employee of the Employer or of any of its affiliates. (b) The foregoing restriction shall not be construed to prohibit the ownership by the Employee Executive of less not more than one five percent (15%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 19341933, provided that such ownership represents a passive investment and that neither the Employee Executive nor any group of persons including Employee the Executive 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 its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.