Common use of Noncompetition Clause in Contracts

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not directly or indirectly, for the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period term hereof and for a during the period of one year thereafter (or such longer period as the Executive shall continue to receive Employee receives payments under Section 56(e), the Executive shall Employee will not (i) engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, shareholder(ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or otherwise (except as an investor with any competitor of the Employer in a corporation whose stock is publicly traded and in which he holds the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States or Mexico, that directly or indirectly competes Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with the Business (as defined below) of the Company, as it exists at the termination of the Employment Periodrespect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should 8 will be determined to be unreasonable in any judicial proceedinginvalid or unenforceable, then the period by reason of time being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided The Employee acknowledges that (i) 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 Section 4(eirreparable harm to the Company, (ii) the Employee has had and Section 4(fwill continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of this Employment Agreementthe Employee’s employment by a competitor, the Executive agrees that: Employee would inevitably use or disclose such Confidential Information, (aiv) During the Employment Period Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one (1) year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5)thereafter, the Executive shall not directly Employee agrees that the Employee will not, whether on the Employee’s own behalf or indirectlyon behalf or in conjunction with any person, for the Executive's own account or as an employeefirm, officer, director, partnerpartnership, joint venturerventure, shareholder, investor, consultant association corporation or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any other business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall notorganization, directly or indirectly, until own, manage, operate, control, invest in, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services, including, without limitation, brokerage or advisory services, to any person, firm, corporation or other entity, in whatever form, engaged in the first anniversary business of acquiring, owning, leasing and/or financing healthcare properties (the “Business”) or in any other business in which the Company or any of its affiliates is engaged on the termination of date or in which they have planned, on or prior to such date, to be engaged in on or after such date within the Employment Period Restricted Territory (or until defined below). Notwithstanding the Executive ceases to receive payments under Section 5foregoing, whichever is longer): nothing herein shall prohibit the Employee from (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or its subsidiaries or affiliates and any of their customersits affiliates, suppliers, clients, executives so long as the Employee has no active participation in the business of such corporation or employees, or (ii) employowning, solicit for employmentmanaging, attempt to employ operating, controlling, or assist being employed by any firm, corporation or other entity in employing the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or soliciting for other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any employee or executive who is at entity that time employed by engages in a business in competition with the Company or any of its subsidiaries affiliates so long as: (i) the Employee and such subsidiary, division or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates. ; and (cii) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination Employee informs such entity of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodrestrictions contained in this Section 10.

Noncompetition. Except The Employee acknowledges that (i) 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, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as otherwise a result of the Employee’s non-extension of the Employment Term as provided in Section 4(e) and Section 4(f) of this Employment Agreement2 hereof, the Executive agrees that: (a) During the Employment Period and for a period of one (1) year thereafter thereafter, or (or such longer period as B) if the Executive shall continue to receive payments under Section 5)Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Executive shall not directly or indirectly, Employee for the Executive's own account Good Reason or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) result of the Company, as it exists at the termination ’s non-extension of the Employment Period. If the Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of timesix (6) months thereafter, the geographical area or Employee agrees that the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall Employee will not, directly or indirectly, until the first anniversary of the termination of the Employment Period own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or until the Executive ceases otherwise, and whether or not for compensation) or render services to receive payments under Section 5, whichever is longer): (i) interfere withany person, disrupt firm, corporation or attempt to disrupt existing other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of owning and leasing agricultural real estate or in any then existing relationship, contractual or otherwise, between other material business in which the Company or its subsidiaries or affiliates and any of their customersits affiliates is engaged on the termination date or in which they have planned, supplierson or prior to such date, clientsto be engaged in on or after such date, executives in any locale of any country in which the Company conducts business or employees, or (ii) employany person, solicit for employmentfirm, attempt corporation or other entity, in whatever form, with assets under management or committed capital in excess of $100,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to employ such date, to be engaged in on or assist after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in employing the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or soliciting for other entity and (b) the Board has previously approved the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any employee or executive who is at entity that time employed by engages in a business in competition with the Company or any of its subsidiaries affiliates so long as the Employee and such subsidiary, division or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided The Employee acknowledges that (i) 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 Section 4(eirreparable harm to the Company, (ii) the Employee has had and Section 4(fwill continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of this Employment Agreementthe Employee’s employment by a competitor, the Executive agrees that: Employee would inevitably use or disclose such Confidential Information, (aiv) During the Employment Period Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5)thereafter, the Executive shall not directly or indirectly, for Employee agrees that the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall Employee will not, directly or indirectly, until the first anniversary of the termination of the Employment Period own, manage, operate, control, be employed by (or until the Executive ceases to receive payments under Section 5whether as an employee, whichever is longer): (i) interfere withconsultant, disrupt or attempt to disrupt existing or any then existing relationship, contractual independent contractor or otherwise, between and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist in any other entity material business in employing or soliciting for employment any employee or executive who is at that time employed by which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which the Board has considered, on or prior to such date, to have the Company or any of its subsidiaries or affiliates become engaged in on or after such date, in Oklahoma and the Texas Panhandle, and any basin or area in which the Company’s Board has actively considered having the Company operate during the Employment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or induce or attempt to induce, unit of any such employees or executives to discontinue services to entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and until the 12-month anniversary of the Employee's Date of Termination if the Employee's employment is terminated by the Company for a period of one year thereafter (Cause or such longer period as the Executive shall continue to receive payments under Section 5)Employee terminates employment without Good Reason, the Executive Employee shall not engage in or become associated with any Competitive Activity. For purposes of this Section 8.2, a "Competitive Activity" shall mean any business or other endeavor that engages in any country in which the Company has significant business operations as of the Date of Termination to a significant degree in a business that directly competes with all or indirectly, for any substantial part of the ExecutiveCompany's own account or business. The Employee shall be considered to have become "associated with a Competitive Activity" if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, joint ventureradvisor, shareholderor in any other capacity calling for the rendition of the Employee's personal services, investorwith any individual, consultant partnership, corporation or otherwise (except as an investor other organization that is engaged in a corporation whose stock is Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the Employee shall not be prohibited from (a) owning less than one percent (1%) of any publicly traded and corporation, whether or not such corporation is in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes competition with the Business Company or (b) serving as defined below) a director of a corporation or other entity the Companyprimary business of which is not a Competitive Activity. If, as it exists at the termination of the Employment Period. If the period of any time, the geographical area or the scope provisions of the Business specified under this Section 10 should 8(a) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time and area of the restriction activity, this Section 8.2 shall be reduced so that this Employment Agreement may considered divisible and shall become and be enforced in immediately amended to only such area area, duration and during such period scope of time activity as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and the Employee agrees that this Section 8.2 as so amended shall be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except The Employee acknowledges that (i) 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 “Competitive Business” (as otherwise provided defined below) will result in Section 4(eirreparable harm to the Company, (ii) the Employee has had and Section 4(fwill continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company and its affiliates, (iii) in the course of this Employment Agreementthe Employee’s employment by a Competitive Business during the non-compete period set forth herein, the Executive agrees that: Employee would inevitably use or disclose such Confidential Information, (aiv) During the Employment Period Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one year thereafter twelve (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not directly or indirectly, for the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in 12) months following a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of timeEmployee’s employment for any reason, the geographical area or Employee agrees that the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall Employee will not, directly or indirectly, until the first anniversary of the termination of the Employment Period own, manage, operate, control, be employed by (or until the Executive ceases to receive payments under Section 5whether as an employee, whichever is longer): (i) interfere withconsultant, disrupt or attempt to disrupt existing or any then existing relationship, contractual independent contractor or otherwise, between and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in a Competitive Business in the United States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than two percent (2%) of the equity securities of a publicly traded corporation engaged in a Competitive Business, so long as the Employee has no active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the net leased real estate investment industry in competition with the Company or any of its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt the term “Employee’s Termination” shall mean the date the Employee ceases to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time be employed by the Company for whatever reason, whether voluntarily or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliatesinvoluntarily. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in During the period the Employee is employed hereunder and during any period thereafter during which the Employee is receiving payments or other benefits pursuant to Section 4(e) and Section 4(f) of this Employment Agreement5 hereof, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5)Employee will not, the Executive shall not directly or indirectly, for the Executive's own account in association with or as an employeeofficer, officerprincipal, member, advisor, agent, partner, director, partnerstockholder, joint ventureremployee or consultant of any corporation (or sub-unit, shareholderin the case of a diversified business) or other enterprise, investorentity or association, consultant engage or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage participate in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes which shall compete with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable business conducted by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or any of its subsidiaries or affiliates and work on the acquisition or development of any individual line of business, property or project in which the Company or any of their customers, suppliers, clients, executives its subsidiaries is then involved or employees, or (ii) employ, solicit for has a written plan to enter which plan was adopted prior to the expiration of the Employee's termination of employment, attempt to employ and will not solicit or assist induce any other entity in employing or soliciting for employment any employee or executive person who is at that time or was employed by the Company or any of its subsidiaries at any time during such term or affiliatesperiod to interfere with the activities or businesses of any such company or to discontinue his or her employment with such company, or induce or attempt to induce, employ any such employees person in a business or executives enterprise which competes with any such company. The Employee understands that the provisions of this Section 12 may limit his ability to discontinue services earn a livelihood in a business similar to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing the Company but as an executive officer of the Company he nevertheless agrees and selling denims and woven jacquard fabrics, hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other products manufactured, marketed or sold by the Company at the termination business interests of the Employment Period, or marketing Company; (ii) such provisions contain reasonable limitations as to time and providing fabric dyeing scope of activity to be restrained; and printing services or any other services being offered by (iii) the Company at consideration provided hereunder is sufficient to compensate the termination Employee for the restrictions contained in Section 12 hereof. In consideration of the Employment Periodforegoing, the Employee agrees that he will not assert that, and it should not be considered that, any provisions of Section 12 otherwise are void, voidable or unenforceable or should be voided or held unenforceable."

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of Until one year thereafter after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee will not: (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not i) engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which are directly competitive with the Company and which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"); (ii) divert to any competitor of the Company in the Designated Industry any customer of Employee or, shareholder(iii) solicit or encourage any officer, investoremployee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico(ii) serving as an officer, that directly director, stockholder or indirectly competes employee of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company. "Proposed to be Conducted," as used herein, as it exists at shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the Employment Periodprovisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 9 will be considered divisible and area will become and be immediately amended to only such area, duration, scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except (a) Until termination of Executive's employment hereunder, Executive shall not do any of the following: (i) engage directly or indirectly, alone or as otherwise provided a shareholder, partner, director, officer, Executive of or consultant to any other business organization, in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees any business activities that: (a1) During relate to the Employment Period oil and for a period of one year thereafter gas drilling services industry (or such longer period as the Executive shall continue "Designated Industry"); or (2) were either conducted by Company prior to receive payments under Section 5), the Executive shall not directly or indirectly, for the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of Executive's employment hereunder or proposed to be conducted by Company at the Employment Periodtime of such termination; (ii) approach any customer or supplier of Company in an attempt to divert it to any competitor of Company in the Designated Industry; or (iii) solicit or encourage any employee or Executive of Company to end his relationship with Company or commence any such relationship with any competitor of Company. (b) Executive's noncompetition obligations hereunder shall not preclude Executive from owning less than five percent of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be are determined to be invalid or unenforceable by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time and area of the restriction activity, this Section 10 shall be reduced so that this Employment Agreement may considered divisible and shall be enforced in immediately amended to only such area area, duration and during such period scope of time activity as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufacturedbody having jurisdiction over the matter, marketed and Executive agrees that this Section 10 as so amended shall be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) During the term hereof and Section 4(f) until one year after termination of this Employment Agreementthe Employee’s employment hereunder, the Executive agrees that: Employee will not (ai) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which (A) relate to the economy motel business (the “Designated Industry”) and (B) were either conducted by the Employer prior to the Employee’s termination or proposed to be conducted by the Employer at the time of such termination, shareholder(ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or otherwise (except as an investor with any competitor of the Employer in a corporation whose stock is publicly traded and in which he holds the Designated Industry. The Employee’s noncompetition obligations hereunder will not preclude the Employee from owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States or Mexico, that directly or indirectly competes Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with the Business (as defined below) of the Company, as it exists at the termination of the Employment Periodrespect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should 8 will be determined to be unreasonable in any judicial proceedinginvalid or unenforceable, then the period by reason of time being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of Until one year thereafter after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee will not (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not i) engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which relate to the acquisition and consolidation of dental practices which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), shareholder(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico(ii) serving as an officer, that directly director, stockholder or indirectly competes employee of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company. "Proposed to be Conducted", as it exists at used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the Employment Periodprovisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 9 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except The Employee acknowledges that (i) 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, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as otherwise a result of the Employee’s non-extension of the Employment Term as provided in Section 4(e) and Section 4(f) of this Employment Agreement2 hereof, the Executive agrees that: (a) During the Employment Period and for a period of one (1) year thereafter thereafter, or (or such longer period as B) if the Executive shall continue to receive payments under Section 5)Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Executive shall not directly or indirectly, Employee for the Executive's own account Good Reason or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) result of the Company, as it exists at the termination ’s non-extension of the Employment Period. If the Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of timesix (6) months thereafter, the geographical area or Employee agrees that the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall Employee will not, directly or indirectly, until the first anniversary of the termination of the Employment Period own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or until the Executive ceases otherwise, and whether or not for compensation) or render services to receive payments under Section 5, whichever is longer): (i) interfere withany person, disrupt firm, corporation or attempt to disrupt existing other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of owning and leasing agricultural real estate or in any then existing relationship, contractual or otherwise, between other material business in which the Company or its subsidiaries or affiliates and any of their customersits affiliates is engaged on the termination date or in which they have planned, supplierson or prior to such date, clientsto be engaged in on or after such date, executives in any locale of any country in which the Company conducts business or employees, or (ii) employany person, solicit for employmentfirm, attempt corporation or other entity, in whatever form, with assets under management or committed capital in excess of $50,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to employ such date, to be engaged in on or assist after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in employing the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or soliciting for other entity and (b) the Board has previously approved the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any employee or executive who is at entity that time employed by engages in a business in competition with the Company or any of its subsidiaries affiliates so long as the Employee and such subsidiary, division or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except (a) Until termination of Executive’s employment hereunder, Executive shall not do any of the following: (i) engage directly or indirectly, alone or as otherwise provided a shareholder, partner, director, officer, Executive of or consultant to any other business organization, in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees any business activities that: (a1) During relate to the Employment Period oil and for a period of one year thereafter gas drilling services industry (or such longer period as the Executive shall continue “Designated Industry”); or (2) were either conducted by Company prior to receive payments under Section 5), the Executive shall not directly or indirectly, for the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of Executive’s employment hereunder or proposed to be conducted by Company at the Employment Periodtime of such termination; (ii) approach any customer or supplier of Company in an attempt to divert it to any competitor of Company in the Designated Industry; or (iii) solicit or encourage any employee or Executive of Company to end his relationship with Company or commence any such relationship with any competitor of Company. (b) Executive’s noncompetition obligations hereunder shall not preclude Executive from owning less than five percent of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be are determined to be invalid or unenforceable by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time and area of the restriction activity, this Section 10 shall be reduced so that this Employment Agreement may considered divisible and shall be enforced in immediately amended to only such area area, duration and during such period scope of time activity as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufacturedbody having jurisdiction over the matter, marketed and Executive agrees that this Section 10 as so amended shall be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(eDuring the term hereof and for twelve (12) and Section 4(f) of this Employment Agreementmonths thereafter, the Executive agrees that: will not (ai) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturer, shareholder, investor, consultant or otherwise in any business activities (except as an investor in a corporation whose stock is A) related to publicly traded or private hotel REIT in North America (“Designated Industry) and (B) that were either conducted by the Company prior to the Executive’s termination and directly competitive with the Company or proposed to be conducted by the Company at the time of such termination, (ii) divert to any competitor of the Company in which he holds the Designated Industry any business opportunity of the Executive, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or with any competitor of the Company in the Designated Industry. It is expressly agreed that (A) above shall not apply in the instance of termination for cause. The Executive’s noncompetition obligations hereunder will not preclude the Executive from owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States or Mexico, that directly or indirectly competes Designated Industry. The Executive will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Company with the Business (as defined below) of the Company, as it exists at the termination of the Employment Periodrespect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should 8 will be determined to be unreasonable in any judicial proceedinginvalid or unenforceable, then the period by reason of time being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable and enforceable by such judicial proceeding. (b) Without the prior written consent of court or other body having jurisdiction over the Company, matter; and the Executive agrees that this Section 8 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. Further, during and following employment hereunder, Executive shall not, directly not publicly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between privately make disparaging statements concerning the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to inducedirectors, any such officers, employees or executives to discontinue services to the Company or its subsidiaries or affiliatesrepresentatives. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except During the period of the Executive's employment by or with the Company and for two years after termination of the Executive's employment hereunder, so long as otherwise provided the Company is not in Section 4(e) and Section 4(f) breach of its obligations under this Employment Agreement, the Executive agrees that: will not, for any reason whatsoever (ai) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, owner, partner, officer, director, partnersales representative, joint ventureremployee or consultant in, shareholderof or to any temporary employment, investor"PEO" or staff leasing, consultant permanent placement or otherwise human resource outsourcing or consulting services or other business activities which are competitive with any business owned or operated or being actively considered to be owned or operated by Company or any subsidiary prior to the Executive's termination or at the time of such termination (except as an investor a "Designated Business"); (ii) divert to any competitor of the Company or any subsidiary in a corporation whose stock is publicly traded and Designated Business any customer of the Company or any subsidiary; (iii) solicit or encourage any officer, employee, or consultant of the Company or any subsidiary to leave its employ for employment by or with any competitor of the Company or any subsidiary in a Designated Business; or (iv) call upon any prospective acquisition candidate, on the Executive's own behalf or on behalf of any competitor, which he holds candidate was, to the Executive's knowledge, either called upon by the Company or any subsidiary or with respect to which the Company or any subsidiary made an acquisition analysis, for the purposes of acquiring such entity. The parties hereto acknowledge that the Executive's noncompetition obligations hereunder will not preclude the Executive from owning less than 21% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States or Mexico, that directly or indirectly competes Designated Business. The Executive will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Company with the Business (as defined below) of the Company, as it exists at the termination of the Employment Periodrespect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be 8 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 8 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable and enforceable by such judicial proceeding. (b) Without the prior written consent of court or other body having jurisdiction over the Company, matter; and the Executive shall not, directly agrees that this Section 8 as so amended will be valid and binding as though any invalid or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliatesunenforceable provision had not been included herein. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in Section 4(eirreparable harm to the Company Group, (ii) the Employee has had and Section 4(fwill continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of this Employment Agreementthe Employee’s employment by a competitor, the Executive agrees that: Employee would inevitably use or disclose such Confidential Information, (aiv) During the Employment Period Company Group and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year thereafter twenty four (or such longer period as the Executive shall continue to receive payments under Section 5)24) months thereafter, the Executive shall not directly or indirectly, for Employee agrees that the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall Employee will not, directly or indirectly, until the first anniversary of the termination of the Employment Period own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or until the Executive ceases otherwise, and whether or not for compensation) or render services to receive payments under Section 5any person, whichever is longer): firm, corporation or other entity, in whatever form, engaged in (i) interfere with, disrupt the fast casual restaurant business in North America that derives at least twenty percent (20%) of its revenue from the sale of Mediterranean inspired items or attempt to disrupt existing in any other material business in which the Company Group or any then existing relationshipof its affiliates is engaged on the date of the Employee’s termination of employment or in which they have planned, contractual on or otherwiseprior to such date, between to be engaged in on or after such date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to so long as the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean Employee has no active participation in the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodsuch corporation.

Noncompetition. Except as otherwise provided in Section 4(e) During the term hereof and Section 4(f) until one year after termination of this Employment Agreementthe Employee's employment hereunder, the Executive agrees that: Employee will not (ai) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which (A) relate to the economy motel business (the "Designated Industry") and (B) were either conducted by the Employer prior to the Employee's termination or proposed to be conducted by the Employer at the time of such termination, shareholder(ii) divert to any competitor of the Employer in the Designated Industry any business opportunity of the Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Employer to leave its employ for employment by or otherwise (except as an investor with any competitor of the Employer in a corporation whose stock is publicly traded and in which he holds the Designated Industry. The Employee's noncompetition obligations hereunder will not preclude the Employee from owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States or Mexico, that directly or indirectly competes Designated Industry. The Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Employer with the Business (as defined below) of the Company, as it exists at the termination of the Employment Periodrespect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should 8 will be determined to be unreasonable in any judicial proceedinginvalid or unenforceable, then the period by reason of time being vague or unreasonably as to area, duration or scope of activity, this Section 8 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and the Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During In consideration of this Agreement, including the Employment Period addition of the Retention Bonus described in Section 2, Employee represents and agrees that during his employment and for a period of one (1) year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not directly or indirectly, for the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded from and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at after the termination of the Employment Period. If the period of timehis employment for any reason, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall Employee will not, directly or indirectly, until the first anniversary of the termination of the Employment Period (alone or until the Executive ceases to receive payments under Section 5in any capacity with another legal entity, whichever is longer): (i) engage in any activity that directly competes in any material respect with DBI, including specifically, but without limitation, the manufacture, sale, marketing or distribution of clothespins, toothpicks, matches, firestarters, wooden crafts, plastic cutlery, candles or aromatherapy products; (ii) contact or in any way interfere with, disrupt or attempt to disrupt existing interfere with the relationship of DBI with any current or potential customers or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any current vendors of their customers, suppliers, clients, executives or employees, or DBI; (iiiii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induceemploy, on behalf of Employee or any other person or entity, any employee of DBI (other than a former employee thereof after such employees or executives employee has terminated employment with DBI). (b) Employee acknowledges that DBI markets products throughout the United States and Canada (the "Territory") and that DBI would be harmed if Employee conducted any of the activities described in this Section 6 anywhere in the Territory. Therefore, Employee agrees that the covenants contained in this Section 6 shall apply to discontinue services to all portions of, and throughout, the Company or its subsidiaries or affiliatesTerritory. (c) As used hereinEmployee acknowledges that the duration and scope of the covenants contained in this Section 6, as well as the Territory to which such covenants apply are reasonable under the circumstances. Employee further acknowledges that he understands that his willingness to enter into the covenants contained in Sections 5 and 6 were inducements for DBI to enter into this Agreement, and that the consideration he is receiving hereunder is fair and reasonable. (d) Employee acknowledges that if he fails to fulfill his obligations under Sections 5 and 6, the term "Business" shall mean the business of producingdamages to DBI would be very difficult to determine. Therefore, manufacturingin addition to any other rights or remedies available to DBI at law, marketing and selling denims and woven jacquard fabricsin equity, or other products manufacturedby statute, marketed Employee hereby consents to the specific enforcement of the provisions of Sections 5 and 6 by DBI through an injunction or sold restraining order issued by the Company at appropriate court. (e) If for any reason any court of competent jurisdiction determines any provision of Sections 5 and 6 to be unenforceable as written, the termination parties expressly grant the court the authority to modify those provisions and to enforce those provisions to the maximum extent possible. In furtherance and not in limitation of the Employment Periodforegoing, should the duration or geographic extent of, or marketing business activities covered by, any provision of Sections 5 and providing fabric dyeing 6 be in excess of that which is valid and printing services enforceable under applicable law, then such provision shall be construed to cover only that duration, extent or any other services being offered by activities which are validly and enforceably covered. Employee acknowledges the Company at the termination uncertainty of the Employment Periodlaw in this respect and expressly stipulates that this Section 6 be given the construction which renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable laws. (f) Employee may make a written request for a modification of his obligations under this Section 6 if, in his opinion, his intended activities will not adversely affect DBI's legitimate interests. DBI will consider such written request, determine in its sole discretion whether the request is adverse to its legitimate business interests, and notify Employee in writing of any approved modification to Employee's obligations under this Section 6 or its rejection of Employee's request.

Noncompetition. Except as otherwise provided in Section 4(eUntil two years after termination of Employee's employment hereunder, Employee will not (i) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which (A) relate to the acquisition and consolidation of medical practices (the "Designated Industry") and (B) were either conducted by the Company prior to Employee's termination or proposed to be conducted by the Company at the time of such termination, shareholder(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico, that directly (ii) serving as an officer or indirectly competes employee of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company, as it exists at . Employee will continue to be bound by the termination provisions of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 10 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of Until one year thereafter after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee will not (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not i) engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which relate to the acquisition and consolidation of dental practices which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), shareholder(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico(ii) serving as an officer, that directly director, stockholder or indirectly competes employee of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company. "Proposed to be Conducted", as it exists at used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the Employment Periodprovisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 9 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that this Section 9 as so amended will be valid and binding as though any invalid or unenforceable provision had not been included herein. The parties hereto acknowledge and agree that the provisions of this Section 9 shall not apply if this Agreement is terminated pursuant to Section 6(d) hereof; provided, further, however, that this Section 9 shall apply if this Agreement is terminated pursuant to Section 6(b)(iv) hereof notwithstanding that such judicial proceeding. (b) Without the prior written consent of the Company, the Executive termination shall not, directly or indirectly, until the first anniversary of the also constitute a termination of the Employment Period (or until the Executive ceases this Agreement pursuant to receive payments under Section 5, whichever is longer): (i6(d) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliateshereof. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of Until one year thereafter after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee will not (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not i) engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which relate to the acquisition and consolidation of, shareholderor consulting, investormanagement or similar services for, dental practices which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), (ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico(ii) serving as an officer, that directly director, stockholder or indirectly competes employee of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company. "Proposed to be Conducted", as it exists at used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the Employment Periodprovisions of this Section 8 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be 8 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 8 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During Following Termination of Employment for any reason, during the Employment Period and for a period of one year thereafter (or such longer period as from the Executive shall continue to receive payments under Section 5), the Executive shall not directly or indirectly, for the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% date of the outstanding shares) engage in any business or enterprise, anywhere in Termination of Employment to the United States or Mexico, that directly or indirectly competes with the Business (as defined below) second anniversary of the Company, as it exists at the termination date of the Employment Period. If the period Termination of timeEmployment, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive Employee shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere withCompete in the United States, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit any officer or employee of the Corporation or any of its affiliates to engage in any conduct prohibited hereby for employment, attempt Employee or to employ terminate any existing relationship with the Corporation or such affiliate or (iii) assist any other entity person to engage in employing or soliciting any activity in any manner prohibited hereby to Employee. In any case where Employee is contemplating an activity described in Section 6.1(a)(i) above, the Board, upon the request of Employee for employment any employee or executive who is at a waiver, shall determine in good faith whether Employee’s engaging in the proposed activity would prejudice the interests of the Corporation and shall not unreasonably withhold its consent to such request for a waiver if it determines that time employed the proposed activity would not prejudice the interests of the Corporation. (b) The need to protect the Corporation against Employee’s competition, as well as the nature and scope of such protection, has been carefully considered by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services parties hereto in light of the uniqueness of Employee’s talent and his importance to the Company Corporation. Accordingly, Employee agrees that, in addition to any other relief to which the Corporation may be entitled, the Corporation shall be entitled to seek and obtain injunctive relief (without the requirement of a bond) from a court of competent jurisdiction for the purpose of restraining Employee from any actual or its subsidiaries or affiliatesthreatened breach of the covenant contained in Section 6.1(a). (c) As used hereinIf for any reason a final decision of any court determines that the restrictions under this Section 6.1 are not reasonable or that the consideration therefore is inadequate, the term "Business" such restrictions shall mean the business of producingbe interpreted, manufacturing, marketing and selling denims and woven jacquard fabrics, modified or other products manufactured, marketed or sold rewritten by the Company at the termination such court to include as much of the Employment Periodduration, or marketing scope and providing fabric dyeing geographic area identified in this Section 6.1 as will render such restrictions valid and printing services or any other services being offered by the Company at the termination of the Employment Periodenforceable.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period Term and for a period until the second anniversary of one year thereafter the Executive’s Date of Termination (or such longer period as the Executive shall continue to receive payments under Section 5“Non-Compete Period”), the Executive shall not engage in or become associated with any Competitive Activity. For purposes of this Section 9(b), a “Competitive Activity” shall mean any business that directly competes to a significant degree with all or indirectly, for any substantial part of any of the Executive's own account businesses of the Company or its subsidiaries in any state in which the Company or its subsidiaries has significant business operations. The Executive shall be considered to have become “associated with a Competitive Activity” if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, joint ventureradvisor, shareholderor in any other capacity calling for the rendition of the Executive’s personal services, investorwith any individual, consultant partnership, corporation or otherwise (except as an investor other organization that is engaged in a corporation whose stock is Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the Executive shall not be prohibited from (a) owning less than two percent of any publicly traded and corporation, whether or not such corporation is in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes competition with the Business Company or (b) serving as defined below) a director of a corporation or other entity the Companyprimary business of which is not a Competitive Activity. If, as it exists at the termination of the Employment Period. If the period of any time, the geographical area or the scope provisions of the Business specified under this Section 10 should 9(b) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time and area of the restriction activity, this Section 9(b) shall be reduced so that this Employment Agreement may considered divisible and shall become and be enforced in immediately amended to only such area area, duration and during such period scope of time activity as shall be determined to be reasonable and enforceable by such judicial proceeding. the court or other body having jurisdiction over the matter; and the Executive agrees that this Section 9(b) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Notwithstanding the foregoing, (bi) Without the prior written consent Executive shall be entitled to continue to serve as Chairman of the CompanyBoard of Directors of NTL Incorporated without violation of this Section 9(b) and (ii) in the event the Executive is terminated by the Company without Cause or terminates with Good Reason, the Executive may elect to serve as a member of the board of directors of a Competitive Activity during the Non-Compete Period without violation of this Section 9(b) if the Executive (A) waives all rights to any future Severance Payments and continuation of benefits pursuant to Section 8(b), (B) repays in full any Severance Payments previously received and (C) repays in full the value recognized by the Executive due to, or as a consequence of, the vesting of all or any portion of the Restricted Stock Award and/or Option Award pursuant to Section 8(b) (including, without limitation, as a result of the exercise of any portion of the Option Award that became vested under Section 8(b)). Until the second anniversary of the Executive’s Date of Termination, the Executive shall notbe required to provide a copy of this Section 9 to any person or entity with respect to which the Executive may become associated in any capacity. Notwithstanding the foregoing, directly or indirectly, until the Non-Compete Period for purposes of this Section 9(b) shall end on the first anniversary of the termination Executive’s Date of Termination if the Executive voluntarily terminates employment immediately after the expiration of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services Agreement due to the Company or its subsidiaries or affiliatesCompany’s provision of a Non-Renewal Agreement. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(eUntil two years after termination of Employee’s employment hereunder, Employee will not (i) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which (A) relate to the acquisition, shareholderconsolidation or management of a hearing aid or hearing diagnostic business (the “Designated Industry”) and (B) were either conducted by the Company prior to Employee’s termination or proposed to be conducted by the Company at the time of such termination, investor(ii) divert to any competitor of the Company in the Designated Industry any customer of the Company, or (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise (except as an investor with any competitor of the Company in a corporation whose stock is publicly traded and in which he holds the Designated Industry. The parties hereto acknowledge that Employee’s noncompetition obligations hereunder will not preclude Employee from owning less than 2% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States or Mexico, that directly or indirectly competes Designated Industry. Employee will continue to be bound by the provisions of this Section 8 until their expiration and will not be entitled to any compensation from the Company with the Business (as defined below) of the Company, as it exists at the termination of the Employment Periodrespect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be 8 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 8 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 8 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided The Employee acknowledges that: (i) 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 Section 4(eirreparable harm to the Company; (ii) the Employee has had and Section 4(fwill continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates; (iii) in the course of this Employment Agreementthe Employee’s employment by a competitor, the Executive agrees that: Employee would inevitably use or disclose such Confidential Information; (aiv) During the Employment Period Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers; (v) the Employee has received and will receive specialized training from the Company and its affiliates; and (vi) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5)12 months thereafter, the Executive shall not directly or indirectly, for Employee agrees that the Executive's own account or as an employee, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) of the Company, as it exists at the termination of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall Employee will not, directly or indirectly, until the first anniversary of the termination of the Employment Period own, manage, operate, control, be employed by (or until the Executive ceases to receive payments under Section 5whether as an employee, whichever is longer): (i) interfere withconsultant, disrupt or attempt to disrupt existing or any then existing relationship, contractual independent contractor or otherwise, between and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in competition with the Company or any of its subsidiaries or affiliates and in any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity material business in employing or soliciting for employment any employee or executive who is at that time employed by which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned (that has been approved by the Board of Directors), on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee has no active participation in the business of such corporation. In addition, the provisions of this Section 9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or induce or attempt to induce, unit of any such employees or executives to discontinue services to entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as the Employee and such subsidiary, division or unit with which he is employed does not engage in a business in competition with the Company or any of its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(eUntil two years after termination of Employee’s employment hereunder, Employee will not (i) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business activities which (A) relate to the acquisition, consolidation or enterprisemanagement of a hearing aid or hearing diagnostic business (the “Designated Industry”) and (B) were either conducted by the Company prior to Employee’s termination or proposed to be conducted by the Company at the time of such termination, anywhere (ii) divert to any competitor of the Company in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) Designated Industry any customer of the Company, as it exists at the termination or (iii) solicit or encourage any officer, employee, or consultant of the Employment Period. If the period of time, the geographical area Company to leave its employ for employment by or the scope with any competitor of the Business specified under Company in the Designated Industry. The parties hereto acknowledge that Employee’s noncompetition obligations hereunder will not preclude Employee from owning less than 2 % of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. Employee will continue to be bound by the provisions of this Section 10 should until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 10 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period Term and for a period until the second anniversary of one year thereafter the Executive’s Date of Termination (or such longer period as the Executive shall continue to receive payments under Section 5“Non-Compete Period”), the Executive shall not engage in or become associated with any Competitive Activity. For purposes of this Section 9(b), a “Competitive Activity” shall mean any business that directly competes to a significant degree with all or indirectly, for any substantial part of any of the Executive's own account businesses of the Company or its subsidiaries in any state in which the Company or its subsidiaries has significant business operations. The Executive shall be considered to have become “associated with a Competitive Activity” if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, joint ventureradvisor, shareholderor in any other capacity calling for the rendition of the Executive’s personal services, investorwith any individual, consultant partnership, corporation or otherwise (except as an investor other organization that is engaged in a corporation whose stock is Competitive Activity and his involvement relates to a significant extent to the Competitive Activity of such entity; provided, however, that the Executive shall not be prohibited from (a) owning less than two percent of any publicly traded and corporation, whether or not such corporation is in which he holds less than 2% of the outstanding shares) engage in any business or enterprise, anywhere in the United States or Mexico, that directly or indirectly competes competition with the Business Company or (b) serving as defined below) a director of a corporation or other entity the Companyprimary business of which is not a Competitive Activity. If, as it exists at the termination of the Employment Period. If the period of any time, the geographical area or the scope provisions of the Business specified under this Section 10 should 9(b) shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time and area of the restriction activity, this Section 9(b) shall be reduced so that this Employment Agreement may considered divisible and shall become and be enforced in immediately amended to only such area area, duration and during such period scope of time activity as shall be determined to be reasonable and enforceable by such judicial proceeding. (bthe court or other body having jurisdiction over the matter; and the Executive agrees that this Section 9(b) Without as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Until the prior written consent second anniversary of the CompanyExecutive’s Date of Termination, the Executive shall notbe required to provide a copy of this Section 9 to any person or entity with respect to which the Executive may become associated in any capacity. Notwithstanding the foregoing, directly or indirectly, until the Non-Compete Period for purposes of this Section 9(b) shall end on the first anniversary of the termination Executive’s Date of Termination if the Executive voluntarily terminates employment immediately after the expiration of the Employment Period (or until Agreement due to the Company’s provision of a Non-Renewal Agreement. Notwithstanding the foregoing, the Executive ceases may request that the Board consent to receive payments under the waiver of the application of this Section 5, whichever 9(b) with respect to the Executive’s association during the Non-Compete Period with any cable television company that is longer): not in direct competition (ias determined in good faith by the Board) interfere with, disrupt with any actual or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between planned operations of the Company or its subsidiaries or affiliates and any of their customersaffiliates. If the Board so consents (which such consent shall not unreasonably be withheld), suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt shall immediately be released from any obligation to induce, any such employees or executives to discontinue services make Severance Payments to the Executive and all Company or its subsidiaries or affiliatesobligations under Section 8(b)(iii) shall immediately terminate. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) For two years after termination of this Employment Agreementthe Executive's employment hereunder, the Executive agrees that: will not (ai) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business activities which (a) relate to the ownership or enterpriseoperation of a business owned or proposed to be owned by Company (the "Designated Business"), anywhere and (b) were either conducted by the Company prior to the Executive's termination or proposed to be conducted by the Company at the time of such termination, (ii) divert to any competitor of the Company in the United States or Mexico, that directly or indirectly competes with the Designated Business (as defined below) any customer of the Company, as it exists at the termination or (iii) solicit or encourage any officer, employee, or consultant of the Employment PeriodCompany to leave its employ for employment by or with any competitor of the Company in the Designated Business. The parties hereto acknowledge that the Executive's noncompetition obligations hereunder will not preclude the Executive from owning less than 1% of the common stock of any publicly traded corporation conducting business activities in the Designated Business. The Executive will continue to be bound by the provisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 9 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable and enforceable by such judicial proceeding. (b) Without the prior written consent of court or other body having jurisdiction over the Company, matter; and the Executive shall not, directly agrees that this Section 9 as so amended will be valid and binding as though any invalid or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliatesunenforceable provision had not been included herein. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(eUntil two years after termination of Employee's employment hereunder, Employee will not (i) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which (A) relate to the acquisition and consolidation of medical practices (the "Designated Industry") and (B) were either conducted by the Company prior to Employee's termination or proposed to be conducted by the Company at the time of such termination, shareholder(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico, that directly or indirectly competes (ii) serving as an officer of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company, as it exists at . Employee will continue to be bound by the termination provisions of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 10 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of Until one year thereafter after termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, Employee will not (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not i) engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which relate to the acquisition and consolidation of dental practices which were either conducted by the Company at the time of Employee's termination or "Proposed to be Conducted" (as defined herein) by the Company at the time of such termination (the "Designated Industry"), shareholder(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico(ii) serving as an officer, that directly director, stockholder or indirectly competes employee of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company. "Proposed to be Conducted", as it exists at used herein, shall mean those business activities which are the subject of a formal, written business plan approved by the Board of Directors prior to termination of Employee's employment and which the Company takes material action to implement within 12 months of the termination of Employee's employment. Employee will continue to be bound by the Employment Period. If the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 10 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except If HMCo exercises the Option, from a period beginning on the Option Closing Date and ending June 30, 2012, the Company will not engage directly or indirectly in any business, venture or activity which competes with the Retained Business (including parts and accessories thereof) being conducted at the Option Closing Date by the Company or relating to products performing functions similar to the products sold by the Company as otherwise provided in Section 4(e) and Section 4(f) of the Option Closing Date (a “Restricted Activity”), other than conduct with respect to the Retained Business as contemplated by this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5)Ancillary Agreements, the Executive shall not directly or indirectlyOption Agreement and the License Agreement; provided, for the Executive's own account or as an employeehowever, officer, director, partner, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds that no owner of less than 25% of the outstanding shares) stock of any publicly-traded corporation will be deemed to be so engaged solely by reason thereof in a Restricted Activity. For a period beginning on the Option Closing Date and ending June 30, 2012, the Company will not recruit, offer employment to, employ, engage as a consultant, lure or entice away, or in any business other manner persuade or enterpriseattempt to persuade, anywhere any Person who is an employee of the HMCo or its affiliates engaged in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) operation of the Company, as it exists at Retained Business or a substantially similar business to leave the termination employ of the Employment PeriodHMCo or its affiliates. If the period final judgment of timea court of competent jurisdiction declares that any term or provision of this Section 8 is invalid or unenforceable, the geographical area parties hereto agree that the court making the determination of invalidity or unenforceability will have the scope of power to reduce the Business specified under this Section 10 should be determined to be unreasonable in any judicial proceedingscope, then the period of time and duration, or area of the restriction shall term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be reduced enforceable as so that this Employment Agreement modified after the expiration of the time within which the judgment may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceedingappealed. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, or other products manufactured, marketed or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Period.

Noncompetition. Except as otherwise provided in Section 4(eUntil two years after termination of Employee's employment hereunder, Employee will not (i) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of one year thereafter (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturer, shareholder, investor, consultant or otherwise (except as an investor in a corporation whose stock is publicly traded and in which he holds less than 2% of the outstanding shares) engage in any business activities which (A) relate to the acquisition, consolidation or enterprisemanagement of orthodontic practices (the "Designated Industry") and (B) were either conducted by the Company prior to Employee's termination or proposed to be conducted by the Company at the time of such termination, anywhere (ii) divert to any competitor of the Company in the United States or Mexico, that directly or indirectly competes with the Business (as defined below) Designated Industry any customer of the Company, as it exists at the termination or (iii) solicit or encourage any officer, employee, or consultant of the Employment PeriodCompany to leave its employ for employment by or with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from owning less than 2 % of the common stock of any publicly traded corporation conducting business activities in the Designated Industry. Employee will continue to be bound by the provisions of this Section 1 0 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the period provisions of time, the geographical area or the scope of the Business specified under this Section 10 should be are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 10 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 1 0 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.

Noncompetition. Except as otherwise provided in Section 4(e) and Section 4(f) of this Employment Agreement, the Executive agrees that: (a) During the Employment Period and for a period of Until one year thereafter after termination of Employee's employment hereunder for any reason, Employee will not (or such longer period as the Executive shall continue to receive payments under Section 5), the Executive shall not i) engage directly or indirectly, for the Executive's own account alone or as an employeea shareholder, partner, officer, director, partneremployee or consultant of any other business organization, joint venturerin any business activities which (A) relate to the acquisition and consolidation of medical practices (the "Designated Industry") and (B) were either conducted by the Company prior to Employee's termination or proposed to be conducted by the Company at the time of such termination, shareholder(ii) divert to any competitor of the Company in the Designated Industry any customer of Employee, investoror (iii) solicit or encourage any officer, employee, or consultant of the Company to leave its employ for employment by or otherwise with any competitor of the Company in the Designated Industry. The parties hereto acknowledge that Employee's noncompetition obligations hereunder will not preclude Employee from (except as an investor in a corporation whose stock is publicly traded and in which he holds i) owning less than 25% of the outstanding shares) engage in common stock of any publicly traded corporation conducting business or enterprise, anywhere activities in the United States Designated Industry or Mexico, that directly (ii) serving as an officer or indirectly competes employee of an entity engaged in the healthcare industry whose business operations are not competitive with the Business (as defined below) those of the Company, as it exists at . Employee will continue to be bound by the termination provisions of the Employment Period. If the period of time, the geographical area or the scope of the Business specified under this Section 10 should until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 10 are determined to be invalid or unenforceable, by reason of being vague or unreasonable in any judicial proceedingas to area, then the period duration or scope of time activity, this Section 10 will be considered divisible and area will become and be immediately amended to only such area, duration and scope of the restriction shall be reduced so that this Employment Agreement may be enforced in such area and during such period of time activity as shall will be determined to be reasonable by such judicial proceeding. (b) Without the prior written consent of the Company, the Executive shall not, directly or indirectly, until the first anniversary of the termination of the Employment Period (or until the Executive ceases to receive payments under Section 5, whichever is longer): (i) interfere with, disrupt or attempt to disrupt existing or any then existing relationship, contractual or otherwise, between the Company or its subsidiaries or affiliates and any of their customers, suppliers, clients, executives or employees, or (ii) employ, solicit for employment, attempt to employ or assist any other entity in employing or soliciting for employment any employee or executive who is at that time employed enforceable by the Company or its subsidiaries or affiliates, or induce or attempt to induce, any such employees or executives to discontinue services to the Company or its subsidiaries or affiliates. (c) As used herein, the term "Business" shall mean the business of producing, manufacturing, marketing and selling denims and woven jacquard fabrics, court or other products manufactured, marketed body having jurisdiction over the matter; and Employee agrees that this Section 10 as so amended will be valid and binding as though any invalid or sold by the Company at the termination of the Employment Period, or marketing and providing fabric dyeing and printing services or any other services being offered by the Company at the termination of the Employment Periodunenforceable provision had not been included herein.