Common use of Restrictive Covenant Clause in Contracts

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee Executive hereby acknowledges and recognizes that, during the Employment Period, the Employee Executive will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee Executive further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee Executive and, accordingly, the Employee Executive agrees that, in consideration of the benefits to be received by the Employee Executive hereunder, the Employee Executive will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company or any subsidiary being developed (so long as such development has not been abandoned), marketed or sold at the time of the EmployeeExecutive's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company or an subsidiary prior to the effective date of a Change in Control. (b) The Employee Executive understands that the foregoing restrictions may limit the ability of the Employee Executive to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee Executive has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the EmployeeExecutive), the Employee Executive believes would not prevent the Employee Executive from earning a living.

Restrictive Covenant. (a) The Employee hereby Executive represents that he has been informed that it is the policy of the Company to maintain as secret all Confidential Information (as hereinafter defined) relating to the Company, including, without limitation, any and all knowledge or information with respect to secret or confidential business methods, business plans, customer lists, strategic business data, financial, operating or marketing records or with respect to any other confidential or secret aspect of the Company's activities (collectively the "Proprietary Information"), and further acknowledges and that such Confidential Information is of great value to the Company. The Executive recognizes that, during by reason of his employment with the Employment PeriodCompany, the Employee he has acquired and will be privy acquire Confidential Information as aforesaid. The Executive confirms that it is reasonably necessary to trade secrets and confidential proprietary information critical to protect the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee goodwill, and, accordingly, the Employee hereby agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee that he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in (except where authorized by the development, production, marketing or sale Board of products that compete (or, upon commercialization, would compete) with products Directors of the Company being developed (so long as such development has not been abandoned), marketed or sold at for the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees benefit of the Company or as requested by law, or regulation or applicable legal regulatory or administrative process or by a court of competent jurisdiction), at any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, time during the term "Competing Business" shall not include of this Agreement or thereafter divulge to any business person, or activity that was not conducted by the Company prior use, or cause or authorize any person, firm or other entity to the effective date of a Change in Controluse, any such Confidential Information. (b) The Employee understands that Executive agrees that, upon the foregoing restrictions may limit expiration or termination of this Agreement for any reason whatsoever, he shall promptly deliver to the ability Company any material relating to any Confidential Information as well as all memoranda, notes, records, documents, or other writings whatsoever made, compiled, acquired, or received by the Executive during the term of this Agreement, arising out of, in connection with, or related to any activity or business of the Employee to earn a livelihood in Company including, but not limited to, the customers or others with whom the Company has a business similar to relationship, the business arrangements of the Company with such parties, as well as any expansion policies and strategies for the future growth of the Company, but nevertheless believes and the Executive further agrees that all of the Employee has received above mentioned items are, and will receive sufficient consideration shall continue to be, the sole and other benefitsexclusive property of the Company, as an employee applicable, and shall, together with all copies thereof, be returned and delivered to the Company within five (5) days of the Company and as otherwise provided hereundertermination of this Agreement, or at any time upon the Company's demand. (c) For purposes hereof, the term "Confidential Information" shall mean all Proprietary Information given to justify such restrictions whichthe Executive, directly or indirectly, in any event paper or electronic form and all other Proprietary Information relating to the Company otherwise acquired by the Executive during the course of his employment with the Company, other than Proprietary Information which (given i) was in the educationpublic domain at the time furnished to, skills and ability of the Employee)or acquired by, the Employee believes would not prevent Executive, or (ii) thereafter enters the Employee from earning a livingpublic domain other than through disclosure, directly or indirectly, by the Executive or others in violation of an agreement of confidentiality or nondisclosure.

Restrictive Covenant. 7.1 In the event of the termination of Employee’s employment with the Company at any time, Employee agrees that he will not, for a period of one (a1) The Employee hereby acknowledges year following such termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which business is primarily involved in Internet and recognizes thatsoftware-based document authentication services, digital image authentication services, delivery of health-related services and information via telecommunications technologies, and related business enterprises or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing during the Employment Periodterm of Employee’s employment with the Company and such development is based on actual or demonstrative anticipated research. Notwithstanding the foregoing, (x) the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this Article VII, and (y) the Employee will shall not be privy required to trade secrets comply with any provision of this Article VII following termination of this Agreement if the amounts required to be paid under Article IX are not timely paid. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in the Internet and confidential proprietary information critical software-based document authentication services and related business enterprises, or digital image authentication services, or any business similar to the Company's business and the Employee further acknowledges and recognizes that in which the Company would find it extremely difficult was engaged, or impossible to replace in the Employee andprocess of developing during Employee’s tenure with the Company and such development is based on actual or demonstrative anticipated research, accordingly, solicit any customer or employee of the Employee agrees thatCompany who was a customer or employee of the Company within one year of the Termination Date. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the benefits to be received employment of Employee by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary free of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products any additional obligations of the Company being developed (so long as such development has not been abandoned)to make additional payment to Employee, marketed or sold at Employee agrees to irrevocably assign to the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officerCompany any and all inventions, directorsoftware, ownermanuscripts, employeedocumentation, partner, affiliate improvements or other participant in intellectual property whether or not protectable by any Competing Businessstate or federal laws relating to the protection of intellectual property, (ii) assist others in engaging in any Competing Business in relating to the manner described in the foregoing clause (i), present or (iii) induce other employees future business of the Company or any subsidiary thereof to terminate their that are developed by Employee during the term of his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in the event employee fails or any subsidiary thereof or engage in any Competing Businessis unable to provide the Company with such signed documents. Notwithstanding the foregoing, the term "Competing Business" shall this provision does not include any business apply to an invention for which no equipment, supplies, facility, or activity that was not conducted by trade secret information of the Company prior to was used and which was developed entirely on Employee’s own time, unless (a) the effective date of a Change in Control. invention relates (bi) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. Employee acknowledges and agrees that in consideration of Employee signing this Agreement and agreeing to its provisions, including the provisions set forth in this Paragraph 8, Employer is paying Employee severance benefits upon termination by Employer without “Cause” (as defined below) pursuant to Paragraph 10(A)(ii) hereof. Employee also acknowledges and agrees that such consideration is (a) The adequate consideration to support the restrictive covenant set forth herein, (b) different from and in addition to any payment or benefits that Employee hereby already was receiving or had any preexisting right to receive, and (c) consideration that Employee would not receive or have any right to receive if Employee were to choose not to sign this Agreement. Employee acknowledges and recognizes thatthat during his employment with Employer, during the Employment Period, the Employee will be privy have extensive access to trade secrets Employer’s Confidential Information and confidential proprietary information critical to the Company's may develop business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as relationships with Employer’s customers. As a result of the extensive access to Confidential Information and the development of business relationships, Employee agrees that during the Term of this Agreement, and for a period of thirty (30) months from the date of Employee’s termination of employment, Employee shall not, without the prior written consent of Employer, directly or indirectly, for Good Reason following a Change himself or on behalf of any other person, entity or vendor: A. Employ, solicit, contact, or communicate with, for the purpose of hiring, employing or engaging, any individual who is an employee, commissioned agent, or independent contractor of Employer, or who has been, within the twelve (12) month period immediately preceding Employee’s termination of employment. B. Compete with Employer by participating in Controlany manner in the provision of the business Employee conducted on behalf of Employer, including, but not limited to, the design, manufacture or marketing of orthopedic products for children and or any other pediatric-focused products Employer designs, manufactures, or markets concerning other medical specialties (collectively, “Pediatric Products”), for any entity or company, or establish a financial interest in (ias an owner, stockholder, partner, lender, or other investor, director, officer, employee, independent contractor, consultant, agent or otherwise) directly any entity or indirectly engage company, which is in direct or indirect competition with the developmentbusiness interests of Employer with respect to Pediatric Products , productionto the extent such entity or company operates within the geographical area: 1. Where Employer (a) conducts its business activity on the date of Employee’s termination, marketing or sale (b) contemplated conducting its business activity at any time during the twelve (12) month period immediately preceding Employee’s termination of products that compete employment; and 2. Where Employee (or, upon commercialization, would competea) with products did business on behalf of the Company being developed (so long as such development has not been abandoned), marketed or sold Employer at the time of Employee’s termination of employment, or at any time during the twelve (12) month period immediately preceding Employee's ’s termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i)of employment, or (iiib) induce other employees which Employee had access to any Confidential Information regarding. A. Contact, canvas, solicit, or accept business with respect to the sale, design, manufacture or marketing of Pediatric Products from any Customer or Potential Customer of Employer if such business would be of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that type then being carried on by Employer and which was not conducted performed by the Company prior to the effective date Employee on behalf of a Change in ControlEmployer. B. Induce, cause, advise, or otherwise influence any Customer or Potential Customer of Employer to cease doing business with Employer. The term “Customer” as used herein shall refer to any entity or company: (b1) The who Employer provides services or products to at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (2) which Employee understands that did business with on behalf of Employer at the foregoing restrictions may limit time of Employee’s termination of employment or at any time during the ability twelve (12) month period immediately preceding Employee’s termination of the employment, or which Employee had access to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingConfidential Information regarding.

Restrictive Covenant. (a) The Employee hereby acknowledges Employer and recognizes thatthe Executive have jointly reviewed the tenant lists, during property submittals, logs, broker lists, and operations of the Employment PeriodEmployer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee Executive hereby agrees that, in consideration except with the express prior written consent of the benefits Employer, for a period equal to be received the lesser of the number of FULL months the Executive has at any time been employed by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Employer or twenty-four (or six 24) months after the termination of the Employment Period Executive's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if such it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property (i) in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination is of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the FULL period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a termination for Good Reason following a Change in Control)successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, (i) this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly engage in indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the development, production, marketing or sale National Association of products that compete Securities Dealers Automated Quotation System which do not represent more than five percent (or, upon commercialization, would compete5%) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time outstanding capital stock of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlcorporation. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. Employee acknowledges and agrees that in consideration of Employee signing this Agreement and agreeing to its provisions, including the provisions set forth in this Section 8, Employer is paying Employee severance benefits upon termination by Employer without Cause pursuant to Section 10B hereof. Employee also acknowledges and agrees that such consideration is (a) The adequate consideration to support the restrictive covenant set forth herein, (b) different from and in addition to any payment or benefits that Employee hereby already was receiving or had any preexisting right to receive, and (c) consideration that Employee would not receive or have any right to receive if Employee were to choose not to sign this Agreement. Employee acknowledges and recognizes thatthat during his employment with Employer, during the Employment Period, the Employee will be privy have extensive access to trade secrets Employer’s Confidential Information and confidential proprietary information critical to the Company's may develop business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as relationships with Employer’s customers. As a result of the extensive access to Confidential Information and the development of business relationships, Employee agrees that during the Term of this Agreement, and for a period of one (1) year from the date of Employee’s termination for Good Reason following a Change in Control)of employment, (i) Employee shall not, without the prior written consent of Employer, directly or indirectly engage indirectly, for himself or on behalf of any other person, entity or vendor: A. Employ, solicit, contact, or communicate with, for the purpose of hiring, employing or engaging, any individual who is an employee, commissioned agent, or independent contractor of Employer, or who has been, within the twelve (12) month period immediately preceding Employee’s termination of employment. B. Compete with Employer by participating in any manner in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products provision of the Company being developed business Employee conducted on behalf of Employer, including, but not limited to, the design, manufacture or marketing of orthopedic products for children, for any entity or company, or establish a financial interest in (so long as an owner, stockholder, partner, lender, or other investor, director, officer, employee, independent contractor, consultant, agent or otherwise) any entity or company, which is in direct or indirect competition with the business interests of Employer with respect to the design, manufacture or marketing of orthopedic products for children, to the extent such development has not been abandoned)entity or company operates within the geographical area: 1. Where Employer (a) conducts its business activity on the date of Employee’s termination, marketed or sold (b) contemplated conducting its business activity at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and 2. Where Employee (a) did business on behalf of Employer at the time of Employee’s termination of employment, or at any time during the twelve (12) month period immediately preceding Employee's ’s termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i)of employment, or (iiib) induce other employees which Employee had access to any Confidential Information regarding. C. Contact, canvas, solicit, or accept business with respect to the sale, design, manufacture or marketing of orthopedic products for children from any Customer or Potential Customer of Employer if such business would be of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that type then being carried on by Employer and which was not conducted performed by the Company prior to the effective date Employee on behalf of a Change in ControlEmployer. (b) The Employee understands that the foregoing restrictions may limit the ability D. Induce, cause, advise, or otherwise influence any Customer or Potential Customer of the Employee Employer to earn a livelihood in a cease doing business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingwith Employer.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes agrees that, during the Employment Periodterm of employment and so long thereafter as he receives payments pursuant to Section 10 (Employee having the right voluntarily to terminate such payments at any time), the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) shall not directly or indirectly engage in any business which is the developmentsame as, productionsimilar to, marketing or sale of products that compete (or, upon commercialization, would compete) in competition with products the business of the Company being developed (so long as such development has not been abandoned), marketed or sold at Employer. Employee acknowledges that the time restrictions contained herein in view of the Employee's termination (nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of Employer, and that any violation of these restrictions would result in irreparable injury to Employer. Employee acknowledges that in the event of a violation of any such business or activity being hereinafter called a "Competing Business") whether such engagement restrictions, Employer shall be entitled to preliminary and permanent injunctive relief as well as an officerequitable accounting of all earnings, directorprofits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event that the Employee shall engage, owner, employee, partner, affiliate directly or other participant indirectly in any Competing Business, (ii) assist others business in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment competition with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoingbusiness of employer, the term "Competing Business" period of non-competition referred to above shall not include any business or activity be extended by a period of time equal to that was not conducted by period beginning when such violation commenced, and ending when the Company prior to the effective date of activities constituting such a Change violation shall have finally been terminated in Controlgood faith. (b) The Employee understands that In addition, during the foregoing restrictions may limit the ability term of the Employee to earn a livelihood in a business similar to the business of the Companyemployment, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee)at all times thereafter, the Employee believes would shall not prevent disclose confidential information of the Employee from earning Employer to any other person, entity, corporation, trust, association or partnership. For the purposes hereof, the term "confidential information" shall include, but not be limited to, all lists or the identity of any customers, suppliers, creditors or contacts of Employer. It shall also include any and all information pertaining to any formulas, business opportunities, processes, techniques, plans, contracts, sales or other financial data of Employer. (c) Notwithstanding anything to the contrary contained herein, in the event that any court of equity determines that time period and/or scope of this Restrictive Covenant is held be unenforceably long or broad, as the case may be, then, and either such event, neither the enforceability nor the validity this paragraph as a livingwhole shall be affected. Rather, the time period and/or scope of the restriction so affected shall be reduced to the maximum permitted by law.

Restrictive Covenant. A. In consideration for the agreement to employ the Executive and to provide Monthly Severance Payments under the conditions described in paragraph 2F, and the other valuable consideration provided to the Executive hereunder: (a1) The Employee hereby acknowledges and recognizes that, during the Employment Periodterm hereof, the Employee will be privy Executive shall not: (i) either directly or indirectly, for himself or any third party, divert or attempt to trade secrets and confidential proprietary information critical to divert any existing business of the Company's business and the Employee further acknowledges and recognizes that , or (ii) either directly or indirectly, for himself or any third party, cause or induce any present or future employee of the Company would find it extremely difficult to accept employment with another employer; or impossible to replace (2) during the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of two-year period commencing upon the termination of the Employment Period Executive's employment hereunder by either party for any reason and during the period the Executive is to receive the Monthly Severance Payments the Executive shall not, within 50 miles of any facility owned or operated by the Company or any Affiliate, render advice or service to, or otherwise assist a Conflicting Organization. The Company and Executive expressly agree that in the event that Executive is entitled to receive Monthly Severance Payments pursuant to paragraph 2F, Executive in his sole discretion may irrevocably elect xx xxxxxx xxxx xxxxxxxs and thereafter shall not be prevented from rendering advice or service to, or otherwise assist a Conflicting Organization following Executive's termination of employment; provided, however, Executive shall not be relieved his obligations contained in paragraph 5. B. Both parties recognize that the services to be rendered under this Agreement by the Executive are special, unique, and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of the covenants contained in paragraphs 5 and/or 6, the Company shall be entitled, if it so elects, to suspend (if applicable) salary payments, Monthly Severance Payments and bonus payments and/or to institute and prosecute proceedings in any court of competent jurisdiction to enforce through injunctive relief such covenants. The Executive acknowledges and agrees that there is no adequate remedy at law for his violation of such covenants and that in light of the numerous years and the scope of his Executive-level responsibilities with the Company, the restrictions as to time, geographic scope and scope of activities restrained in paragraph 6A and 6C are both reasonable and necessary to protect the goodwill and other legitimate business interests of the Company. Indeed, the Executive acknowledges that the term of his employment hereunder, the post employment Monthly Severance Payments and bonus payments and the amount of salary and bonus provided by the Company hereunder are in significant part provided by the Company to secure the Executive's agreement to such covenants. The Executive agrees to waive and hereby waives any requirement for the Company to secure any bond in connection with the obtaining of such injunction or six months after other equitable relief. C. Both parties recognize that the covenants set forth in paragraph 6 constitute a restraint on the future employment opportunities of the Executive and as such are enforceable only to the extent necessary to protect and preserve to the Company its valuable goodwill and other legitimate business interests including but not limited to Confidential Information ("Protectable Interests"), as they now exist and may be developed and expanded prior to the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in Executive's employment hereunder. The Company and the development, production, marketing or sale of products Executive recognize that compete (or, upon commercialization, would compete) with products the business of the Company being developed (so long as such development has and its Protectable Interests are not been abandoned), marketed restricted to a single market or sold at geographic area but extend to many different markets and geographic areas and that the time duties and the executive-level activities of the Employee's termination (Executive are applicable to all such markets and geographic areas. The Company and the Executive have entered into this Agreement with the expectation that as the business of the Company and the duties and activities of the Executive continue to expand, the Executive may acquire relationships and Confidential Information that will constitute a part of the evolving Protectable Interests of the Company. It is the parties' mutual intent that the covenants contained in paragraph 6 be limited to only those time, geographic and activity restrictions that are necessary to protect the Protectable Interests of the Company. D. During the period that Executive may not render advice or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i)service to, or (iii) induce other employees otherwise assist a Conflicting Organization, Executive shall refrain from making any statement, except for an isolated idle comment made in a non-business contact, which has the effect of demeaning the name or business reputation of the Company or any subsidiary thereof to terminate their employment with Affiliate, or which materially adversely affects the best interests (economic or otherwise) of the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlAffiliate. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes agrees that, during the Employment Periodterm of employment and so long thereafter as he receives payments pursuant to Section 10 (Employee having the right voluntarily to terminate such payments at any time), the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) shall not directly or indirectly engage in any business which is the developmentsame as, productionsimilar to, marketing or sale of products that compete (or, upon commercialization, would compete) in competition with products the business of the Company being developed (so long as such development has not been abandoned), marketed or sold at Employer. Employee acknowledges that the time restrictions contained herein in view of the Employee's termination (nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of Employer, and that any violation of these restrictions would result in irreparable injury to Employer. Employee acknowledges that in the event of a violation of any such business or activity being hereinafter called a "Competing Business") whether such engagement restrictions, Employer shall be entitled to preliminary and permanent injunctive relief as well as an officerequitable accounting of all earnings, directorprofits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event that the Employee shall engage, owner, employee, partner, affiliate directly or other participant indirectly in any Competing Business, (ii) assist others business in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment competition with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoingbusiness of employer, the term "Competing Business" period of non- competition referred to above shall not include any business or activity be extended by a period of time equal to that was not conducted by period beginning when such violation commenced, and ending when the Company prior to the effective date of activities constituting such a Change violation shall have finally been terminated in Controlgood faith. (b) The Employee understands that In addition, during the foregoing restrictions may limit the ability term of the Employee to earn a livelihood in a business similar to the business of the Companyemployment, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee)at all times thereafter, the Employee believes would shall not prevent disclose confidential information of the Employee from earning Employer to any other person, entity, corporation, trust, association or partnership. For the purposes hereof, the term "confidential information" shall include, but not be limited to, all lists or the identity of any customers, suppliers, creditors or contacts of Employer. It shall also include any and all information pertaining to any formulas, business opportunities, processes, techniques, plans, contracts, sales or other financial data of Employer. (c) Notwithstanding anything to the contrary contained herein, in the event that any court of equity determines that time period and/or scope of this Restrictive Covenant is held be unenforceably long or broad, as the case may be, then, and either such event, neither the enforceability nor the validity this paragraph as a livingwhole shall be affected. Rather, the time period and/or scope of the restriction so affected shall be reduced to the maximum permitted by law.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy agrees that he has access to trade secrets secret and confidential proprietary information critical of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible . Except as otherwise expressly consented to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received writing by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Employee’s employment (for any reason and whether such employment was under this Agreement or six months after otherwise) and for a period of one (1) year thereafter (the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control“Restricted Period”), (i) provided Employee receives the compensation specified in Section 6(a), if applicable, the Employee shall not, directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be acting as an employee, owner, shareholder, partner, joint venturer, officer, director, owneragent, employeesalesperson, partnerconsultant, affiliate advisor, investor or principal of any corporation or other participant business entity, engage, in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), state or (iii) induce other employees territory of the United States of America or other country where the Company is actively doing business, in direct or any subsidiary thereof to terminate their employment indirect competition with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior or activities in which the Company plans to the effective date of a Change in Controlconduct business. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood Nothing in a business similar to the business of the Companythis Section 8, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefitswhether express or implied, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not shall prevent the Employee from earning being a livingholder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (c) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and signed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the term of this Agreement, and any time hereafter. (d) The Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 or Exhibit A by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

Restrictive Covenant. (a) The A. If the employment of Employee hereby acknowledges with Employer shall be terminated for any reason, he shall not provide any Employee shall not provide any services to any competitor, client, or customer of Employer, or any affiliate of Employer then existing, including without limitation TheraCour Pharma, Inc., and recognizes thatAllExcel, during Inc., either as an employee, officer, or consult­ant, nor be associated as an employee, officer, partner of any firm engaged in substantially similar research or drug development as Employer, or any affiliate of Employer the Employment Periodexisting, for a period of one year from the Employee will be privy effective date of such termination. This restrictive covenant is intended to trade secrets and confidential protect proprietary information critical and technology disclosed to the Company's business Employee as a result of Employee’s work, and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of this contract. B. For purposes of this Agreement, “proprietary infor­mation” shall mean any information relating to the benefits business of employer, or any entity in which employer has a controlling interest, that has not previously been publicly released by duly authorized representatives of employer and shall include (but shall not be limited to) information encompassed in all research plans, formulas, proposals, business plans, financial infor­mation, costs, pricing information, or investor information and re­cords, and all invention methods, concepts, or ideas used in or reasonably related to be received by the business of Employer or any entity in which Em­ployer or its officers and shareholders have a controlling inter­est. Employee hereunderagrees to regard and preserve as confidential all proprietary information, the whether he has such information in his memory or in writing or other physical form. Employee will not, without written authority from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)Employer to do so, (i) directly or indirectly engage in indirectly, use for his benefit or purposes, nor disclose to others, either during the developmentterm of his employment hereunder or thereafter, productionexcept as required by the conditions of his employment hereunder, marketing or sale any proprietary information. Employee agrees not to remove from the premises of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company Employer or any subsidiary thereof or affiliate of Employer, except as an Employee of Employer in pursuit of the business of Employer or any of its subsidiaries, affiliates or any entity in which Employer has a controlling interest, or except as specifically permitted in writing by Employer any document or object containing or reflecting any proprietary information. Employee recognizes that all such documents and objects, whether developed by him or by someone else, are the exclusive property of Employer. C. All proprietary information and all of Employee’s interest in patents, patent applications, trade secrets, trade­marks, inventions, customer lists, employee lists, procedure, technological innovation, copy­rights, developments, and processes hereafter to terminate their the end of the period of the employment hereunder developed by Employee but at Employer's expense are considered automatically assigned to the Employer. Employee shall execute any and all such assignments and other documents and take any and all such other action as Employer reasonably requests in order to vest in Employ­er all Employee's rights, title and interest in all of the afore­said items, free and clear of any liens or encumbrances. D. Employee expressly agrees that the covenants set forth in this section are given to Employer in connection with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding employment of Employee by Employer and that such covenants are intended to protect Employer against the foregoingcompetition by Employee, within the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior terms stated, to the effective date of a Change fullest extent deemed reasonable and permitted in Control. (b) The Employee understands law and equity. In the event that the foregoing restrictions may limit limitations upon the ability conduct of the Employee are beyond those permitted by law, such limitation, both as to earn a livelihood time and geographical area shall be deemed to be reduced in a business similar scope and effect to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingmaximum extent permitted by law.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during Grantee understands the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to nature of the Company's business and the Employee further acknowledges significant time and recognizes expense the Company and its Affiliates (collectively referred to in this Section as “NiSource”) have expended and continue to expend in attracting, developing, recruiting and training employees and that the Company loss of employees would find it extremely difficult or impossible cause significant and irreparable harm to replace the Employee and, accordinglyNiSource. Accordingly, the Employee Grantee agrees that, in consideration that the scope and duration of the benefits restriction described in this Section 16 is reasonable and necessary to be received by protect the Employee hereunderlegitimate business interests of NiSource. The Grantee agrees that during the period of the Grantee's Service and for a period of one (1) year following the Grantee's separation from Service, the Employee will Grantee shall not, from and after without the date hereof until the first anniversary express written approval of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)NiSource's Chief Human Resources Officer, (i) directly or indirectly engage solicit, hire, recruit, or attempt to solicit, hire, or recruit, any then-current employee of NiSource or any employee who has been employed by XxXxxxxx in the developmentsix (6) months preceding such solicitation, productionhiring, marketing or sale recruitment (“Covered Employee”). Soliciting, recruiting, or hiring Covered Employees with whom Xxxxxxx did not work or have direct contact while at NiSource to work as an employee, contractor, consultant or otherwise, shall not be considered a violation of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandonedthis Section 16(a), marketed provided, however, that Grantee does not solicit, employ or sold at the time hire such employee with an intent to compete with NiSource in violation of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (ithis Section 16(a), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, nothing in this Section shall restrict or preclude the term "Competing Business" shall Grantee from soliciting or hiring any employee who responds to a general employment solicitation or advertisement or contact by a recruiter that is not include any business specifically focused or activity targeted on employees or former employees of NiSource, provided that was the Grantee has not conducted by the Company prior to the effective date of a Change in Controlencouraged or advised such. (b) The Employee understands If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section is invalid or unenforceable, the parties agree that (a) the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, (b) the parties shall request that the foregoing restrictions may limit court exercise that power, and (c) this Agreement in its revised form shall be enforceable. (c) Xxxxxxx agrees that in the ability event of a breach or threatened breach of the Employee covenants contained in Section 16(a), in addition to earn a livelihood in a business similar any other damages or restrictions that may apply under any employment agreement, state law, or otherwise, the Grantee shall forfeit, upon written notice to the business of such effect from the Company, but nevertheless believes that any and all Awards granted to the Employee has received Grantee under this Agreement, including vested Awards and will receive sufficient consideration and including any proceeds thereof. The forfeiture provisions of this Section shall continue to apply, in accordance with their terms, after the provisions of any employment or other benefits, as an employee of agreement between the Company and as otherwise provided hereunderthe Grantee have lapsed. Grantee expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions of this Section 16 may result in substantial, continuing, and irreparable injury to justify such restrictions whichNiSource, and therefore agrees that, in addition to any other remedy that may be available to NiSource, NiSource shall be entitled to seek injunctive relief, specific performance, or other equitable relief (without the requirement to post bond) by a court of appropriate jurisdiction in the event (given the education, skills and ability of any breach or threatened breach of the Employee)terms of this Section 16 without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach. Grantee expressly acknowledges that Xxxxxxx’s violation of this Section 16 will entitle NiSource to other equitable and legal remedies, including damages, attorney's fees, and costs, as allowed by law. The provisions of this Section 16 shall continue to apply, in accordance with their terms, after the Grantee's Service has terminated and regardless of whether the provisions of any employment or other agreement between the Company and the Grantee have lapsed. (d) In the event the Grantee is required to forfeit outstanding vested Shares as a result of breaching the Grantee's obligations under this Section 16, the Employee believes would not prevent Grantee agrees to promptly execute such stock powers or other instruments of transfer in such forms as are acceptable to the Employee from earning a livingCompany without payment or other consideration therefor.

Restrictive Covenant. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows: (a) The Employee hereby acknowledges During the Term and recognizes that(i) in the case of a termination of Executive’s employment with the Company for any reason other than due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof or (ii) in the case of a termination of Executive’s employment with the Company due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof, during solely in the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes event that the Company provides Executive with a written notice by no later than the date of such termination that it has elected to continue to pay to Executive the Base Salary Executive would find it extremely difficult have received if he remained employed for the (12) months following the date of such Non-Renewal Termination, for a period of one (1) year from the date of such termination, Executive shall not directly or impossible to replace the Employee andindirectly, accordinglyeither as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, own, manage, finance, operate, control or otherwise engage or participate in any manner or fashion in, any hotel or casino in (I) Xxxxx County, Nevada (including, without limitation, the Employee agrees that, in consideration City of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in ControlLas Vegas), (iII) directly the Macau Special Administrative Region of The People’s Republic of China or indirectly engage (III) any other location in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of which the Company being developed (so long as such development or any of its affiliates is doing business or has not been abandoned)made substantial plans to commence doing business, marketed or sold in each case at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlExecutive’s termination. (b) The Employee In addition to, and not in limitation of, the provisions of Section 8(a), Executive agrees, for the benefit of the Company and its affiliates, that during the Term and for the period commencing on the date of Executive’s termination and ending on the second anniversary of such date of termination, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, on behalf of Executive or any other person or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith, or (ii) hire or engage any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its affiliates. (c) Executive understands that the foregoing restrictions provisions of this Section 8 may limit the his ability of the Employee to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, but nevertheless believes that (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the Employee has received general public, (iv) such provisions are not unduly burdensome to Executive, and will receive (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 8. In consideration and other benefits, as an employee of the Company foregoing and as otherwise provided hereunder, to justify such restrictions which, in any event (given the light of Executive’s education, skills and ability abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Section 8 otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Employeeother restrictions contained herein. (e) In the event that Executive violates any of the restrictive covenants set forth in Sections 8(a) or 8(b), in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable equity award agreement, all outstanding stock options to purchase Shares and other unvested equity awards granted to Executive shall be automatically forfeited effective as of the Employee believes would not prevent the Employee from earning a livingdate on which such violation first occurs.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy agrees that he has access to trade secrets secret and confidential proprietary information critical of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible . Except as otherwise expressly consented to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received writing by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Employee's employment (for any reason and whether such employment was under this Agreement or six otherwise) and thereafter for twelve (12) months after (the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control"Restricted Period"), (i) the Employee shall not, directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be acting as an employee, owner, shareholder, partner, joint venturer, officer, director, owneragent, employeesalesperson, partnerconsultant, affiliate advisor, investor or principal of any corporation or other participant business entity: (i) engage, in any Competing Businessstate or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company terminates), in direct or indirect competition with the business conducted by the Company or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (ii) assist others in engaging in request or otherwise attempt to induce or influence, directly or indirectly, any Competing Business in the manner described in the foregoing clause (i)present customer or supplier, or prospective customer or supplier, of the Company, or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (iii) hire or solicit for employment, directly or indirectly, or induce other employees or actively attempt to influence, any Employee of the Company or any subsidiary thereof Affiliate, as such term is defined in the Securities Act of 1933, as amended, to terminate their his or her employment or discontinue such person's consultant, contractor or other business association with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlCompany. (b) The If the Employee understands that violates any of the foregoing restrictions may limit contained in Section 8(a) above, the ability Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to earn a livelihood in a business similar to the business satisfaction of the Company, but nevertheless believes that and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee has received and will receive sufficient consideration and other benefits, as an employee under this Agreement. (c) In the event that either the geographical area or the Restrictive Period set forth in Section 8(a) of the Company and as otherwise provided hereunder, this Agreement is deemed to justify such restrictions which, be unreasonably restrictive in any event (given the education, skills and ability of the Employee)court proceeding, the Employee believes would not court may reduce such geographical area and Restrictive Period to the extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from earning being a livingholder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this Agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (e) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and signed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the term of this Agreement, and any time hereafter. (f) The Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, that during the Employment Period, the Employee term hereof he will be privy to trade secrets and confidential proprietary information critical to the Company's business of the Company and the Employee its subsidiaries and affiliates and further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee. Accordingly, if the Employee andterminates his employment without a Good Reason, accordinglyor the Company terminates the Employee for Cause, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will shall not, from during the term hereof and after for the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason one-year period following a Change in Control)termination, (i) directly or indirectly engage in, represent in the developmentany way, productionor be connected with, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination any business (such business or activity being hereinafter called referred to herein as a "Competing Business") competing with the business of the Company or any of its subsidiaries or affiliates within any state or country in which the Company or any such subsidiary or affiliate transacts business, whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i)) above, or (iii) induce other any employees of the Company or any subsidiary thereof of its subsidiaries or affiliates to terminate their employment with the Company or any such subsidiary thereof or affiliate, or to engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include or (iv) induce any business entity or activity that was not conducted by person with which the Company prior or any of its subsidiaries or affiliates has a business relationship to terminate or alter such business relationship; provided, however, that nothing contained in this Section 10(a) shall prevent, restrain or otherwise restrict the effective date Employee from owning 5% or less of a Change any class of securities of any competitor of the Company so long as such securities are listed for trade by NASDAQ in Controlthe over-the-counter market or are traded on an organized securities exchange. (b) The Company and the Employee expressly acknowledge and agree that no restrictive covenants will be imposed upon the Employee if the Employee terminates his employment for Good Reason or the Company terminates the Employee without Cause. If the Company allegedly terminates the Employee for Cause and the Employee does not agree with such allegation, no restrictive covenants shall be imposed upon the Employee unless and until a judicial decision finds that the Company was justified in terminating the Employee for Cause. (c) The Employee understands that the foregoing restrictions may limit the his ability of the Employee to earn a livelihood in a business similar to the business of the CompanyCompany and its subsidiaries or affiliates, but he nevertheless believes that the Employee he has received and will receive sufficient consideration and other benefits, benefits as an employee of the Company and as otherwise provided hereunder, to justify clearly such restrictions which, in any event (given restrictions. The Company reserves the education, skills and ability of right to provide additional compensation to Employee to the Employee), the Employee believes would not prevent the Employee from earning a livingextent necessary to enforce this restrictive covenant.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy agrees that -------------------- he has access to trade secrets secret and confidential proprietary information critical of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible . Except as otherwise expressly consented to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received writing by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Employee's employment (for any reason and whether such employment was under this Agreement or six otherwise) and thereafter for twelve (12) months after (the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control"Restricted Period"), (i) the Employee shall not, directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be acting as an employee, owner, shareholder, partner, joint venturer, officer, director, owneragent, employeesalesperson, partnerconsultant, affiliate advisor, investor or principal of any corporation or other participant business entity: (i) engage, in any Competing Businessstate or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company terminates), in direct or indirect competition with the business conducted by the Company or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (ii) assist others in engaging in request or otherwise attempt to induce or influence, directly or indirectly, any Competing Business in the manner described in the foregoing clause (i)present customer or supplier, or prospective customer or supplier, of the Company, or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (iii) hire or solicit for employment, directly or indirectly, or induce other employees or actively attempt to influence, any Employee of the Company or any subsidiary thereof Affiliate, as such term is defined in the Securities Act of 1933, as amended, to terminate their his or her employment or discontinue such person's consultant, contractor or other business association with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlCompany. (b) The If the Employee understands that violates any of the foregoing restrictions may limit contained in Section 8(a) above, the ability Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to earn a livelihood in a business similar to the business satisfaction of the Company, but nevertheless believes that and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee has received and will receive sufficient consideration and other benefits, as an employee under this Agreement. (c) In the event that either the geographical area or the Restrictive Period set forth in Section 8(a) of the Company and as otherwise provided hereunder, this Agreement is deemed to justify such restrictions which, be unreasonably restrictive in any event (given the education, skills and ability of the Employee)court proceeding, the Employee believes would not court may reduce such geographical area and Restrictive Period to the extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from earning being a livingholder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this Agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (e) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is incorporated herein --------- by reference and made a part hereof as though fully set forth herein, during the term of this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during 6.1 During the Employment PeriodPeriod and thereafter, the Employee will be privy Executive shall not reveal, divulge or make known to trade secrets any person, firm, corporation or other business organization, and shall not directly or indirectly use for his own benefit, or for the benefit of anyone else, any secret or confidential proprietary information critical used by the Company in its business, including, without limitation, (i) pricing information, (ii) the terms of the Company's existing contracts with suppliers, licensors and/or developers, (iii) any material information pertaining to the Company's business customers and the Employee further acknowledges their requirements, and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration (iv) any other of the benefits Company's trade secrets, all of which shall be collectively referred to be received by hereafter as the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary "Confidential Information." 6.2 The services of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)Executive are unique, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar extraordinary and essential to the business of the Company, but nevertheless believes particularly in view of the Executive's access to Confidential Information. Accordingly, the Executive agrees that if his employment hereunder shall at any time be terminated voluntarily by the Employee has received and Executive, or by the Company for cause (as defined in Section 7.3), the Executive will receive sufficient consideration and other benefitsnot at any time within twelve months of such termination, as an without the prior written approval of the Board of Directors of the Company, directly or indirectly engage in any business activity competitive with the business of the Company. Furthermore, the Executive agrees that, during such twelve month period, he shall not solicit, directly or indirectly or knowingly affect to the Company's detriment any relationship of the Company with any customer, supplier, licensor, developer or employee of the Company or knowingly cause any customer, supplier, licensor or developer to refrain from entrusting additional business to the Company. If the employment of the Executive hereunder is terminated by the Company other than for cause, the restraints on the Executive set forth in the preceding two sentences shall be inapplicable. If this Agreement shall not be renewed by either the Company or by the Executive prior to its scheduled expiration date as recited in Section 1, such restraints will apply for the period from January 1, 2002 through March 31, 2002. 6.3 In the event that any of the provisions of Section 6.1 and as otherwise provided hereunder6.2 hereof shall be adjudicated to exceed the time, geographic or other limitations permitted by applicable law in any jurisdiction, then such provision shall be deemed reformed in any such jurisdiction to justify the maximum time, geographic or other limitations permitted by applicable law. 6.4 As used in this Section 6, the term "Company" shall mean and include any and all subsidiaries of the Company which either now exist or which may hereafter be organized. 6.5 The Executive hereby acknowledges and agrees that, in the event he shall violate any provisions of this Section 6, the Company will be without an adequate remedy at law and accordingly, will be entitled to enforce such restrictions which, by temporary or permanent injunctive or mandatory relief obtained in any event (given action or proceeding instituted in any court of competent jurisdiction without the education, skills necessity of proving damages and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingwithout prejudice to any other remedies which it may have at law or in equity.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy agrees that -------------------- he has access to trade secrets secret and confidential proprietary information critical of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible . Except as otherwise expressly consented to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received writing by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Employee's employment (for any reason and whether such employment was under this Agreement or six otherwise) and thereafter for twenty-four (24) months after (the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control"Restricted Period"), (i) the Employee shall not, directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be acting as an employee, owner, shareholder, partner, joint venturer, officer, director, owneragent, employeesalesperson, partnerconsultant, affiliate advisor, investor or principal of any corporation or other participant business entity: (i) engage, in any Competing Businessstate or territory of the United States of America or other country where the Company is doing business (determined as of the date the Employee's employment with the Company terminates), in direct or indirect competition with the business conducted by the Company or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (ii) assist others in engaging in request or otherwise attempt to induce or influence, directly or indirectly, any Competing Business in the manner described in the foregoing clause (i)present customer or supplier, or prospective customer or supplier, of the Company, or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (iii) hire or solicit for employment, directly or indirectly, or induce other employees or actively attempt to influence, any Employee of the Company or any subsidiary thereof Affiliate, as such term is defined in the Securities Act of 1933, as amended, to terminate their his or her employment or discontinue such person's consultant, contractor or other business association with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlCompany. (b) The If the Employee understands that violates any of the foregoing restrictions may limit contained in Section 8(a) above, the ability Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to earn a livelihood in a business similar to the business satisfaction of the Company, but nevertheless believes that and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee has received and will receive sufficient consideration and other benefits, as an employee under this Agreement. (c) In the event that either the geographical area or the Restrictive Period set forth in Section 8(a) of the Company and as otherwise provided hereunder, this Agreement is deemed to justify such restrictions which, be unreasonably restrictive in any event (given the education, skills and ability of the Employee)court proceeding, the Employee believes would not court may reduce such geographical area and Restrictive Period to the extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from earning being a livingholder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, that the Employee holds of record and beneficially less than two percent (2%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (e) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is --------- incorporated herein by reference and made a part hereof as though fully set forth herein, during the term of this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation being, or to be, paid or provided to him pursuant to Sections 3, except accrued salary, or 6 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a Termination Without Cause or a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The For purposes of this Agreement, "Competing Business" is defined as Gilbarco, Xxxxx, Schlumberger, Bennett, and Tatsuno, and their respective affiliates and subsidiaries, both domestic and international, and any other company engaged in the petroleum dispensing manufacturing business or point of sale equipment business related to petroleum dispensing. 9.1 Employee hereby acknowledges covenants and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration for the greater of 18 months after termination of this Agreement, or such time as Employee is receiving any severance pay from Company (the benefits to be received by the "Restricted Period"), Employee hereunder, the Employee will shall not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage own, manage, operate, control, be controlled by, participate in, be employed by, or be connected in any manner with the developmentownership, productionmanagement, marketing operation, or sale control of products any Competing Business. Employee further covenants and agrees that compete (orhe shall not during the Restricted Period contact or attempt to contact, upon commercializationeither directly or indirectly, would compete) with products any customers of the Company being developed (so long as such development has not been abandoned), marketed or sold they may exist at the time of the termination of Employee's termination (employment for the purpose of soliciting such customer's business for or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees on behalf of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding Employee specifically acknowledges and agrees that Company's business is international in scope and that the foregoingrestriction as contained in this section is intended to cover activity by Employee both domestically and internationally. Employee further stipulates, covenants, and agrees that a reasonable geographic restriction, as that term is used and defined by Indiana law, on Employee's activities under this Section is the entire world. 9.2 In the event of Employee's actual or threatened breach of the provisions of this Section, Company shall be entitled to obtain an injunction enjoining Employee from committing such actual or threatened breach. In the event Company obtains an injunction enjoining Employee from violating this provision, Company shall be entitled to recover all costs incurred in connection with the injunction, including reasonable attorneys' fees. Company shall also be permitted to pursue any other available remedies available for such breach, including the recovery of damages and reasonable costs and attorneys' fees from Employee. 9.3 If a court of competent jurisdiction or any arbitrator determines that any provision or restriction in this Section is unreasonable or unenforceable, the term "Competing Business" court or arbitrator shall not include any business modify such restriction or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands provision so that the foregoing restrictions may limit the ability agreement then becomes an enforceable restriction of the Employee to earn a livelihood in a business similar to the business activities of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until and during the first anniversary Term and for a period of two years after the end of the termination of Term, the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) Employee shall not directly or indirectly engage indirectly, anywhere in the developmentUnited States, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Businessbusiness which is the same as, similar to, or in competition with the business of Xxxxxx or Employer or any of their subsidiaries. Notwithstanding Employee acknowledges that the foregoingrestrictions contained herein in view of the nature of the business in which Employee has been engaged, are reasonable and necessary to protect the legitimate interest of Amerimax PA and Employer, that any violation of these restrictions would result in irreparable injury to Amerimax PA and Employer, and that Amerimax PA would not have entered into this Agreement or the Merger Agreement or been willing to consummate the transactions contemplated by the Merger Agreement without the benefit of such restrictions. Employee acknowledges that in the event of a violation of any such restrictions, Amerimax PA or Employer shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from such violation which rights shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event that the Employee shall engage, directly or indirectly, in any business in competition with the business of Xxxxxx or Employer or their subsidiaries, the term "Competing Business" period of non-competition referred to above shall not include any business or activity be extended by a period of time equal to that was not conducted by period beginning when such violation commenced, and ending when the Company prior to the effective date of activities constituting such a Change violation shall have finally been terminated in Controlgood faith. (b) The Employee understands that In addition, from and after the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee)date hereof, the Employee believes would shall not prevent disclose confidential information of Xxxxxx or the Employee from earning Employer or any of their affiliates to any other person, entity, corporation, trust, association or partnership. For the purposes hereof, the term “confidential information” shall include, but not be limited to, all lists or the identity of any customers, suppliers, creditors or contacts of Xxxxxx or Employer or any of their affiliates. It shall also include any and all information pertaining to any formulas, business opportunities, processes, techniques, plans, contracts, sales or other financial data of Xxxxxx or Employer or any of their affiliates. (c) Notwithstanding anything to the contrary contained herein, in the event that any court determines that time the period and/or scope of this Restrictive Covenant is unenforceably long or broad, as the case may be, then in either such event, neither the enforceability nor the validity of this paragraph as a livingwhole shall be affected. Rather, the time period and/or scope of the restriction so affected shall be reduced to the maximum permitted by law.

Restrictive Covenant. (a) The Employee Executive hereby acknowledges and recognizes that, during the Employment PeriodTerm, the Employee Executive will be privy to trade secrets and confidential proprietary information critical to the Company's ’s business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, accordingly the Employee Executive agrees that, in consideration of the benefits to be received by the Employee him hereunder, the Employee Executive will not, from and after the date hereof until the first second anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)Term, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), produced, marketed or sold at the time of the Employee's Executive’s termination (such business or activity being hereinafter called a "“Competing Business"”) whether such engagement shall be as an owner, partner, investor, employee, officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, ; (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), ) above; or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding The ownership of not more than 5% of the foregoing, stock of any entity having a class of equity securities actively traded on a national securities exchange or on the term "Competing Business" Nasdaq Stock Market or any minority interest in any private entity shall not include any business or activity that was not conducted by be deemed, in and of itself, to violate the Company prior to the effective date prohibitions of a Change in Controlthis Section 8(a). (b) During the Term of the Executive’s employment hereunder and for five (5) years thereafter, the Executive shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly, that will reflect adversely on the Company or its officers, directors, employees or agents or adversely affect their business reputation or goodwill. (c) The Employee Executive understands that the foregoing restrictions may limit the ability of the Employee Executive to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee Executive has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunderherein, to justify such restrictions which, in any event (given the education, skills and ability of the EmployeeExecutive), the Employee Executive believes would not prevent the Employee Executive from earning a living. (d) If any portion of the restrictions set forth in this Section 8 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. The Executive declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 8 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, the Company and the Executive agree to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. (e) The existence of any claim or cause of action by the Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Restrictive Covenant. (a) The Employee hereby acknowledges Executive understands and recognizes that his services to Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information and Executive agrees that, during the Employment Term and twelve month period immediately following Executive’s separation from employment (the “Termination Restriction Period”), whether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, on behalf of himself or any other person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that development or commercialization of competing products developed or commercialized by the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business Executive’s separation or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in at any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their time during Executive’s employment with the Company or any subsidiary thereof or engage (the “Business of the Company”) within the geographic area in any Competing Businesswhich Company does business, which is deemed by the Parties hereto to be the United States and the European Union. Executive acknowledges that, due to the unique nature of Company’s business, Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of Company. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit Executive from acquiring or passively holding, solely for investment, publicly traded securities of any corporation, some or all of the term "Competing Business" activities of which are engaged in the Business of Company so long as such securities do not, in the aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 7(a) shall preclude Executive from performing the functions of chief executive or other senior executive, per se, provided such functions do not include any business or activity that was not conducted by involve the Company prior to the effective date development of a Change in Control. (b) The Employee understands that product within the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business Business of the Company, but nevertheless believes that as defined herein, or the Employee has received use of the Confidential and will receive sufficient consideration and other benefits, as Proprietary Information; becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i)) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than 10% of the Company multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and as otherwise provided hereundereach subsequent quarterly period, prior to justify such restrictions which, in any event (given Executive’s commencement of employment with or provision of services to the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingDivision.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during Grantee understands the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to nature of the Company's ’s business and the Employee further acknowledges significant time and recognizes expense the Company and its Affiliates (collectively referred to in this Section as “NiSource”) have expended and continue to expend in attracting, developing, recruiting and training employees and that the Company loss of employees would find it extremely difficult or impossible cause significant and irreparable harm to replace the Employee and, accordinglyNiSource. Accordingly, the Employee Grantee agrees that, in consideration that the scope and duration of the benefits restriction described in this Section 16 is reasonable and necessary to be received by protect the Employee hereunderlegitimate business interests of NiSource. The Grantee agrees that during the period of the Grantee’s Service and for a period of one (1) year following the Grantee’s separation from Service, the Employee will Grantee shall not, from and after without the date hereof until the first anniversary express written approval of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)NiSource’s Chief Human Resources Officer, (i) directly or indirectly engage solicit, hire, recruit, or attempt to solicit, hire, or recruit, any then-current employee of NiSource or any employee who has been employed by XxXxxxxx in the developmentsix (6) months preceding such solicitation, productionhiring, marketing or sale recruitment (“Covered Employee”). Soliciting, recruiting, or hiring Covered Employees with whom Xxxxxxx did not work or have direct contact while at NiSource to work as an employee, contractor, consultant or otherwise, shall not be considered a violation of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandonedthis Section 16(a), marketed provided, however, that Grantee does not solicit, employ or sold at the time hire such employee with an intent to compete with NiSource in violation of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (ithis Section 16(a), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, nothing in this Section shall restrict or preclude the term "Competing Business" shall Grantee from soliciting or hiring any employee who responds to a general employment solicitation or advertisement or contact by a recruiter that is not include any business specifically focused or activity targeted on employees or former employees of NiSource, provided that was the Grantee has not conducted by the Company prior to the effective date of a Change in Controlencouraged or advised such. (b) The Employee understands If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section is invalid or unenforceable, the parties agree that (a) the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, (b) the parties shall request that the foregoing restrictions may limit court exercise that power, and (c) this Agreement in its revised form shall be enforceable. (c) Xxxxxxx agrees that in the ability event of a breach or threatened breach of the Employee covenants contained in Section 16(a), in addition to earn a livelihood in a business similar any other damages or restrictions that may apply under any employment agreement, state law, or otherwise, the Grantee shall forfeit, upon written notice to the business of such effect from the Company, but nevertheless believes that any and all Awards granted to the Employee has received Grantee under this Agreement, including vested Awards and will receive sufficient consideration and including any proceeds thereof. The forfeiture provisions of this Section shall continue to apply, in accordance with their terms, after the provisions of any employment or other benefits, as an employee of agreement between the Company and as otherwise provided hereunderthe Grantee have lapsed. Grantee expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions of this Section 16 may result in substantial, continuing, and irreparable injury to justify such restrictions whichNiSource, and therefore agrees that, in addition to any other remedy that may be available to NiSource, NiSource shall be entitled to seek injunctive relief, specific performance, or other equitable relief (without the requirement to post bond) by a court of appropriate jurisdiction in the event (given the education, skills and ability of any breach or threatened breach of the Employee)terms of this Section 16 without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach. Grantee expressly acknowledges that Xxxxxxx’s violation of this Section 16 will entitle NiSource to other equitable and legal remedies, including damages, attorney’s fees, and costs, as allowed by law. The provisions of this Section 16 shall continue to apply, in accordance with their terms, after the Grantee’s Service has terminated and regardless of whether the provisions of any employment or other agreement between the Company and the Grantee have lapsed. (d) In the event the Grantee is required to forfeit outstanding vested Shares as a result of breaching the Grantee’s obligations under this Section 16, the Employee believes would not prevent Grantee agrees to promptly execute such stock powers or other instruments of transfer in such forms as are acceptable to the Employee from earning a livingCompany without payment or other consideration therefor.

Restrictive Covenant. 7.1 In the event of the termination of Employee’s employment with the Company at any time, Employee agrees that he will not, for a period of one (a1) The Employee hereby acknowledges and recognizes thatyear following such termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which business is primarily involved in the manufacture, development and/or distribution of computers and/or document imaging systems, or digital image authentication or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing during the Employment Periodterm of Employee’s employment with the Company and such development is based on actual or demonstrative anticipated research. Notwithstanding the foregoing, (x) the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this Article VII, and (y) the Employee will shall not be privy required to trade secrets and confidential proprietary information critical comply with any provision of this Article VII following termination of this Agreement if the amounts required to be paid under Article IX are not timely paid. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in the manufacture, development and/or distribution of computers and/or document imaging systems, or digital image authentication services, or any business similar to the Company's business and the Employee further acknowledges and recognizes that in which the Company would find it extremely difficult was engaged, or impossible to replace in the Employee andprocess of developing during Employee’s tenure with the Company and such development is based on actual or demonstrative anticipated research, accordingly, solicit any customer or employee of the Employee agrees thatCompany who was a customer or employee of the Company within one year of the Termination Date. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the benefits to be received employment of Employee by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary free of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products any additional obligations of the Company being developed (so long as such development has not been abandoned)to make additional payment to Employee, marketed or sold at Employee agrees to irrevocably assign to the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officerCompany any and all inventions, directorsoftware, ownermanuscripts, employeedocumentation, partner, affiliate improvements or other participant in intellectual property whether or not protectable by any Competing Businessstate or federal laws relating to the protection of intellectual property, (ii) assist others in engaging in any Competing Business in relating to the manner described in the foregoing clause (i), present or (iii) induce other employees future business of the Company or any subsidiary thereof to terminate their that are developed by Employee during the term of his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in the event employee fails or any subsidiary thereof or engage in any Competing Businessis unable to provide the Company with such signed documents. Notwithstanding the foregoing, the term "Competing Business" shall this provision does not include any business apply to an invention for which no equipment, supplies, facility, or activity that was not conducted by trade secret information of the Company prior to was used and which was developed entirely on Employee’s own time, unless (a) the effective date of a Change in Control. invention relates (bi) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes thatA. For the purposes of this Section 8, during any reference to the Employment Period"Company" shall mean Holding, the Employee will be privy Company and their respective subsidiaries, collectively. In view of the fact that the Executive's work for the Company brings the Executive into close contact with many confidential affairs of the Company not readily available to the public, and plans for further developments, the Executive agrees: (1) To keep and retain in the strictest confidence all confidential matters of the Company, including, without limitation, "know how," trade secrets secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and confidential proprietary information critical research projects, and other business affairs of the Company, learned by the Executive heretofore or hereafter, and not to disclose them to anyone outside of the Company, either during or after the Executive's employment with the Company, except in the course of performing the Executive's duties hereunder or with the Company 's express written consent; and (2) To deliver promptly to the Company on termination of the Executive's employment by the Company, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the Company's business and all property associated therewith, which the Employee further acknowledges and recognizes that Executive may then possess or have under the Executive's control. B. During the period of the Executive's employment and, following termination of such employment for Cause by the Company would find it extremely difficult or impossible without Good Reason by the Executive, for the longer of the remainder of the originally scheduled Term and two years following the date of such termination, and following any other termination of employment for as long as the period in respect of which the Executive is entitled to replace the Employee and, accordinglyreceive severance, the Employee agrees thatExecutive shall not, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in consideration any business competitive with the business of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Company (or six months provided that after the termination of employment the Employment Period if business shall be defined as the business on the date of the termination); the Executive shall not engage in such termination is as a result of a termination for Good Reason following a Change business on the Executive's own account; and the Executive shall not become interested in Control)any such business, (i) directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officerindividual, partner, shareholder, director, ownerofficer, principal, agent, employee, partnertrustee, affiliate consultant, or other participant in any Competing Businessother relationship or capacity provided, however, that nothing contained in this Section 8B shall be deemed to prohibit the Executive from acquiring, solely as an investment, up to five percent (ii5%) assist others in engaging in of the outstanding shares of capital stock of any Competing Business in public corporation. C. If the manner described in the foregoing clause (i)Executive commits a breach, or (iii) induce other employees threatens to commit a breach, of any of the Company or any subsidiary thereof to terminate their employment with provisions of Section 8 hereof, the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding shall have the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control.following rights and remedies: (b1) The Employee understands right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that the foregoing restrictions may limit the ability of the Employee any such breach or threatened breach will cause irreparable injury to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and that money damages will not provide an adequate remedy to the Company; and (2) The right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, "BENEFITS") derived or received by the Executive as otherwise provided hereunderthe result of any transactions constituting a breach of any of the provisions of the preceding paragraph, and the Executive hereby agrees to justify account for and pay over such restrictions whichBenefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. D. If any of the covenants contained in Sections 8A or 8B or any part thereof, hereafter are construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. E. If any of the covenants contained in Sections 8A or 8B, or any part thereof, are held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, said provision shall then be enforceable. F. The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in Sections 8A and 8B upon the courts of any state within the geographical scope of such covenants. In the event (given that the education, skills and ability courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the Employee)breadth of such covenants or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the courts of any other states within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the Employee believes would not prevent the Employee from earning a livingabove covenants as they relate to each state being for this purpose severable into diverse and independent covenants.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, that during the Employment Period, the Employee term hereof he will be privy to trade secrets and confidential proprietary information critical to the Company's business Business of the Company and the Employee its Affiliates and further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee. Accordingly, if the Employee andterminates his employment without a Good Reason, accordinglyor the Company terminates the Employee for Cause, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will shall not, from during the term hereof and after for the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason one-year period following a Change in Control)termination, (i) directly or indirectly engage in, represent in the developmentany way, productionor be connected with, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination any business (such business or activity being hereinafter called referred to herein as a "Competing Business") competing with the business of the Company or any of its Affiliates within any state or country in which the Company or any such Affiliate transacts business, whether such engagement shall be as an officer, director, owner, employee, partner, affiliate Affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business business in the manner described in the foregoing clause (i)) above, or (iii) induce other any employees of the Company or any subsidiary thereof of its Affiliates to terminate their employment with the Company or any subsidiary thereof such Affiliate, or to engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include or (iv) induce any business entity or activity that was not conducted by person with which the Company prior or any of its Affiliates has a business relationship to terminate or alter such business relationship; provided, however, that nothing contained in this Section 11(a) shall prevent, restrain or otherwise restrict the effective date Employee from owning 5% or less of a Change any class of securities of any competitor of the Company so long as such securities are listed for trade by NASDAQ in Controlthe over-the-counter market or are traded on an organized securities exchange. (b) The Company and the Employee expressly acknowledge and agree that no restrictive covenants will be imposed upon the Employee if the Employee terminates his employment for Good Reason or the Company terminates the Employee without Cause. If the Company allegedly terminates the Employee "For Cause" and the Employee does not agree with such allegation, no restrictive covenants shall be imposed upon the Employee unless and until a judicial decision finds that the Company was justified in terminating the Employee "For Cause." (c) The Employee understands that the foregoing restrictions may limit the his ability of the Employee to earn a livelihood in a business similar to the business Business of the CompanyCompany and its Affiliates, but he nevertheless believes that the Employee he has received and will receive sufficient consideration and other benefits, benefits as an employee of the Company and as otherwise provided hereunder, to justify clearly such restrictions which, in any event (given restrictions. The Company reserves the education, skills and ability of right to provide additional compensation to Employee to the Employee), the Employee believes would not prevent the Employee from earning a livingextent necessary to enforce this restrictive covenant.

Restrictive Covenant. (a) The For purposes of this Agreement, "Competing Business" is defined as Gilbarco, Xxxxx, Schlumberger, Bennett, and Tatsuno, and their respective affiliates and subsidiaries, both domestic and international, and any other company engaged in the petroleum dispensing manufacturing business or point of sale equipment business related to petroleum dispensing. 8.1 Employee hereby acknowledges covenants and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration for the greater of 12 months after termination of this Agreement, or such time as Employee is receiving any severance pay from Company (the benefits to be received by the Employee hereunder, the "Restricted Period") Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage own, manage, operate, control, be controlled by, participate in, be employed by, or be connected in any manner with the developmentownership, productionmanagement, marketing operation or sale control of products any Competing Business. Employee further covenants and agrees that compete (orhe will not during the Restricted Period contact or attempt to contact, upon commercializationeither directly or indirectly, would compete) with products any customers of the Company being developed (so long as such development has not been abandoned), marketed or sold they may exist at the time of the termination of Employee's termination (employment for the purpose of soliciting such customer's business for or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees on behalf of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding Employee specifically acknowledges and agrees that Company's business is international in scope and that the foregoingrestriction as contained in this section is intended to cover activity by Employee both domestically and internationally. Employee further stipulates, covenants and agrees that a reasonable geographic restriction, as that term is used and defined by Indiana law, on Employee's activity's under this section is the entire world. 8.2 In the event of Employee's actual or threatened breach of the provisions of this section, subject to the provisions of section , Company shall be entitled to obtain an injunction enjoining Employee from committing such actual or threatened breach. In the event Company obtains an injunction enjoining Employee from violating this provision, Company shall be entitled to recover all costs incurred in connection with the injunction, including reasonable attorney's fees. Company shall also be permitted to pursue any other available remedies available for such breach, including the recovery of damages, costs and attorney's fees from Employee. 8.3 If a court of competent jurisdiction or any arbitrator determines that any provision or restriction in this section is unreasonable or unenforceable, the term "Competing Business" court or arbitrator shall not include any business modify such restriction or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands provision so that the foregoing restrictions may limit the ability agreement then becomes an enforceable restriction of the Employee to earn a livelihood in a business similar to the business activities of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges During the term of this Agreement and recognizes that, during the Employment Periodfor -------------------- a period of 12 months after termination or expiration of this Agreement, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period not (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (ia) directly or indirectly engage indirectly, own, manage, operate, control, be employed by, participate in, or be connected in any manner with any business that derives income from providing the development, production, marketing same or sale of similar services or products that compete (or, upon commercialization, would compete) with products as those of the Company being developed (so long Corporation, or is in competition with any business that the Corporation is conducting or demonstrably anticipated conducting as such development has not been abandoned), marketed or sold at the time of the Employee's termination date; (such b) solicit business or activity being hereinafter called a "Competing Business"perform work for any customer of the Corporation, which work is similar to the type of work performed by the Corporation for its customers, regardless of whether the Employee would be performing the work on his or her own behalf or on behalf of some other business; (c) whether such engagement shall be as an officersolicit, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i)recruit, or (iii) attempt to induce other employees of any employee to leave the Company Corporation's employment or hire any subsidiary thereof to terminate their employee whose employment with the Company or Corporation was terminated less than six months before the date of hire. If, at any subsidiary thereof or engage in any Competing Business. Notwithstanding time during the foregoingterm of this Agreement, the term "Competing Business" shall not include Employee's outside business activity or Unrelated Work business conflicts with or competes with the Corporation's then existing business, the Employee agrees either to merge the competing or conflicting part of the outside business into the Corporation for its fair market value on mutually agreed terms, permit the Corporation to acquire the competing or conflicting portion of the employee's business for its fair market value on mutually agreed terms, or terminate employment with the Corporation. After termination of this Agreement for any business or activity that was not conducted by reason, the Company prior Employee- may request written consent from the Corporation's Board of Directors to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of permit the Employee to earn become associated with a livelihood in a business similar competitor prior to the business expiration of the Company, but nevertheless believes 12-month period stated above. The Board of Directors shall not unreasonably withhold consent and shall base any denial of consent upon its determination that the Employee has received and will receive sufficient consideration and other benefitsformer Employee's requested business activity would significantly impair the Corporation's operations, as an employee of market position, proposals in progress, or relationship with existing customer(s). In the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given that the education, skills and ability of Corporation establishes the Employee)'s actual or threatened breach of this section's provisions, the Employee believes would not prevent Corporation shall be entitled to an injunction restraining the Employee from earning a livingthe action or threatened action. Nothing in this section shall be construed as prohibiting the Corporation from pursuing any other available remedies for the breach or threatened breach, including the recovery of damages from the Employee, as well as reasonable attorneys fees and costs.

Restrictive Covenant. (a) The Employee hereby acknowledges Executive covenants and recognizes thatagrees as follows: the Executive shall not directly or indirectly, during within the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration marketing area of the benefits to be received Employer (defined as the area within a fifty (50) mile radius of any office or branch of the employer) enter into or engage generally in direct or indirect competition with the Employer or any subsidiary of the Employer, either as an individual on his own or as a partner or joint venture, or as director, officer, shareholder, employment, agent, independent contractor, lessor or creditor of or for any person, while employed by the Employee hereunder, the Employee will not, from Bank and for a period of one (1) year after the date hereof until of termination of his employment, whether voluntary or involuntary. The foregoing restriction shall not be construed to prohibit the first anniversary ownership by Executive of not more than five (5%) percent of any class of securities of any corporation which is in competition with the Employer, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either, directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights as a shareholder, or seek to do any of the termination foregoing. The existence of any claim or cause of action of the Employment Period (Executive against the Bank, whether predicated on this Agreement or six months after otherwise, shall not constitute a defense to the termination enforcement by the Employer of this covenant. The Executive agrees that the restrictions set forth in this Agreement do not unreasonably interfere with his ability to obtain employment in his chosen field. The Executive also agrees that any breach of the Employment Period if such termination is as a restrictions set forth in Paragraphs 6, 7, and 8 will result of a termination in irreparable injury to the Employer for Good Reason following a Change which they shall have no adequate remedy at law and the Employers shall been entitled to injunctive relief in Control), (i) directly or indirectly engage in order to enforce the development, production, marketing or sale of products provisions hereof. In the event that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as an officer, director, owner, employee, partner, affiliate to that period of time or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof geographical area determined to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted be reasonable by the Company prior to the effective date of a Change in Controlcourt. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges Employer and recognizes thatthe Executive have jointly reviewed the tenant lists, during property submittals, logs, broker lists, and operations of the Employment PeriodEmployer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee Executive hereby agrees that, in consideration except with the express prior written consent of the benefits Employer, for a period equal to be received by either (i) twelve (12) months if the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary Executive's employment is terminated as a result of the termination expiration of the Employment Period term of this Agreement or (or six ii) twenty-four (24) months after the termination of the Employment Period Executive's employment with the Employer for any other reason, (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the "Restrictive Covenant"). For purposes of this subparagraph (a), a business shall be considered "similar" to that of the Employer if such it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination is of the Executive's employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a termination for Good Reason following a Change in Control)successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, (i) this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor's other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly engage in indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the development, production, marketing or sale National Association of products that compete Securities Dealers Automated Quotation System which do not represent more than five percent (or, upon commercialization, would compete5%) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time outstanding capital stock of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlcorporation. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. Weis covenants and agrees that during the period commencing with the date hereof and ending one (1) year from the date Xxxx’x employment with Sonic Foundry is terminated with or without “cause” by reason of Xxxx’x voluntary termination of employment from Sonic Foundry, or by reason of non-renewal (the “Non-Compete Period”), employee will not compete or attempt to compete with or become associated with any business which competes with the Company’s automated rich media application software and systems business, or any business activities of the Company existing on or developed subsequent to the date hereof. Xxxx covenants and agrees that he will not, without the prior written consent of Sonic Foundry during the Non-Compete Period: (a) The Employee hereby acknowledges and recognizes thatsolicit any customer of the Company; (b) solicit any contracts which were either being solicited by, during the Employment Periodor which were under contract with, the Employee will Company by performing or causing to be privy performed any work which was either being solicited by, or which was under contract with, Sonic Foundry; or (c) induce any sales, operating, technical or other personnel of the Company to trade secrets and confidential proprietary information critical to leave the service, employ or business of the Company's business and the Employee further acknowledges and recognizes . Weis agrees that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period not violate this Article Tenth: (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (ia) directly or indirectly engage indirectly; (b) in the developmentany capacity, production, marketing either individually or sale as a member of products that compete any firm; (or, upon commercialization, would competec) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownerstockholder, employeepartner or employee of any business; or (d) through or with any persons, partner, affiliate relatives (either through blood or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (imarriage), firms, corporations or individuals controlled by or associated with him (iiieach and every such method of violation referred to in clauses (a) induce other employees through (d) shall hereinafter be referred to as an “indirect violation”). Weis further agrees that doing or causing to be done any of the Company or any subsidiary thereof actions prohibited in this Article Tenth by means of an indirect violation shall constitute a violation of this Article Tenth as though violated by Xxxx, subject to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability all of the Employee remedies to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company Sonic Foundry provided for herein and as otherwise provided hereunderby law. Eleventh: Arbitration; Governing Law Any controversy or claim arising out of, or relating to justify such restrictions whichthis Agreement or the breach thereof, shall be settled by binding arbitration in the City of Madison pursuant to the laws of the State of Wisconsin in accordance with the rules then obtaining of the America Arbitration Association, and judgments upon the award rendered may be entered in any court having jurisdiction thereof. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Wisconsin. The arbitrators shall have the power in their discretion to award attorneys’ fees and other legal costs and expenses to the prevailing party in connection with any arbitration. Twelfth: Notices Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by certified mail to his residence, in any event (given the educationcase of Xxxx, skills and ability or to its principal office, in the case of the Employee), the Employee believes would not prevent the Employee from earning a livingSonic Foundry.

Restrictive Covenant. a. Employer is engaged in the design, manufacture and sale of transient surge suppression devices and is a provider of other goods and services in the electrical energy conservation and management industry. Employee expressly covenants and agrees that during his or her employment and for a period of three (3) months following termination of such employment, whether termination is by Employer, with or without cause, wrongful discharge, or for any other reason whatsoever, or by Employee (such period of time is hereinafter referred to as the "Restrictive Period"), Employee shall not, directly or indirectly, for himself or herself, or on behalf of others, as an individual on Employee's own account, or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for any person, partnership, firm, corporation, or other entity, enter into, engage in, accept employment from, or participate in, any business that is in competition with the business of Employer within a 200 mile radius of any business location of Employer. b. Without limiting the restriction of Paragraph 7(a), above, Employee specifically agrees that during the Restrictive Period, Paragraph 7 (a) The prohibits Employee, in any of the capacities identified in Paragraph 7(a), from soliciting and/or accepting business from Employer's customers. Employee hereby acknowledges and recognizes thatagrees that the term "customers" includes any individual that has purchased any product or service from Employer and/or any entity that is wholly or partially owned by the Company (all of such entities being hereinafter referred to as the "Affiliated Entities"), during that has attended any seminar or training seminar produced or promoted by Employer and/or the Employment PeriodAffiliated Entities, or that has otherwise responded to any advertisement disseminated by Employer and/or the Affiliated Entities. c. This covenant is given and made by Employee to induce Employer to employ Employee, and Employee acknowledges sufficiency of consideration for this covenant. d. This covenant shall be construed as an agreement independent of any other provision in this Agreement and the existence of any claim or cause of action of Employee against Employer or any Affiliated Entity shall not constitute a defense to the enforcement of this covenant. Employer has performed all obligations entitling it to this covenant and it is therefore not executory or otherwise subject to rejection under the Bankruptcy Code. e. Employee agrees that these covenants are supported by legitimate business interests, including, but not limited to: Employer's valuable, confidential business information and "trade secrets" as defined in Chapters 688 and 812 of the Florida Statutes, which include, but are not limited to, the Employee will be privy to trade secrets Employer's unique marketing plans, advertising strategy and/or methodology for doing business, business plans, financial plans, forms, training manuals and confidential proprietary information critical customer lists, which have been provided to the CompanyEmployee solely for use in Employer's business business, and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, which the Employee agrees have been developed through the Employer's expenditure of a great amount of time, money and effort to refine other existing plans, forms and lists in the industry, and which the Employee agrees contain detailed information that could not be independently created from public sources. f. Employee agrees that Employer's legitimate business interests also include, but are not limited to, extraordinary and specialized training provided to Employee by Employer, through, among other things and methodologies, the Employer's training manual, training tapes and, training classes. Employee acknowledges and agrees that he/she has received extraordinary and specialized training from the Company and that without such extraordinary and specialized training, he or she would be unable to successfully perform the duties required under this Agreement. g. Employee agrees that this covenant is reasonably necessary to protect the Employer's legitimate business interests, including, but not limited to, the interests identified in Sections 7(b), 7(e) and 7(f), above. h. This covenant may be enforced by the Employer's assignee or successor or any of the Affiliated Entities and Employee acknowledges and agrees that the Affiliated Entities are intended beneficiaries of this Agreement. i. If any portion of this covenant is held by an arbitration panel or court of competent jurisdiction to be unreasonable, arbitrary or against public policy for any reason, this covenant shall be divisible as to time, geographic area and line of business and shall be enforceable as to a reasonable time, area and line of business. j. If the Employee violates the Restrictive Covenant, in any capacity identified herein, any and all sales by Employee for himself or herself, other individual(s), partnership, corporation, joint venture, or any other entity with which he or she is associated, shall be conclusively presumed to have been made by the Employer, but for the violation. k. Employer and Employee agree that, in consideration should Employer be granted preliminary injunctive relief for alleged violation of Employee of the benefits Restrictive Covenant, an injunction bond of no more than $2,500.00 shall be sufficient to be received by indemnify the Employee hereunder, for any costs or damages that he or she might incur if the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes court determines that the Employee has received and will receive sufficient consideration and was wrongfully enjoined. l. Employee agrees that any failure of Employer to enforce the Restrictive Covenant against any other benefitsEmployee, as an employee for any reason, shall not constitute a defense to enforcement of the Company and as otherwise provided hereunderRestrictive Covenant. m. Employer agrees that this section does not include business or personal relationships, technologies, business strategies, developed by the employee prior to justify such restrictions which, in any event (given being employed by the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingcompany.

Restrictive Covenant. The Employer and the Employee have jointly reviewed the operations of the Employer and have agreed that the primary service areas of the Employer's lending and deposit taking functions extends to the areas encompassing the sixty (a60) The Employee hereby acknowledges mile radii from each of the offices of the Employer. Therefore, as an essential ingredient of and recognizes that, during in consideration of this Agreement and the Employment Periodpayment of the amounts described in Sections 4 and 10, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee hereby agrees that, in consideration except with the express prior written consent of the benefits to be received by the Employee hereunderEmployer, the Employee will not, from and after the date hereof until the first anniversary for a period of the termination of the Employment Period two (or six months 2) years after the termination of the Employment Period if such termination is Employee's employment with the Employer (the "Restrictive Period"), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates, a bank, savings and loan association, credit union or similar financial institution (a "Financial Institution") within the sixty (60) mile radii of each of the Employer's offices (the "Restrictive Covenant"). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of a termination for Good Reason following a Change the time involved in Control)obtaining such relief, (i) be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this Section computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The foregoing Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly engage in capital stock or similar securities which are listed on a securities exchange or quoted on the development, production, marketing or sale National Association of products that compete Securities Dealers Automated Quotation System which do not represent more than one percent (or, upon commercialization, would compete1%) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time outstanding capital stock of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlFinancial Institution. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of during the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)Period, (i1) directly or indirectly engage in any activity that would be directly competitive with a specific product or product candidate being researched, developed or marketed by the development, production, marketing Company or sale of products that compete (or, upon commercialization, would compete) with products any subsidiary of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall ), it being understood that this restriction is not intended to be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business a general prohibition on the ability of the Employee to work in the manner described in the foregoing clause (i)fields of oncology, infectious disease or autoimmunity or (iii2) induce other employees of the Company or any subsidiary thereof of the Company to terminate their employment with the Company or any subsidiary thereof of the Company or to engage in any Competing Business. This obligation will be in addition to any similar obligation to which the Employee is otherwise subject. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to or any subsidiary of the effective date of a Change in ControlCompany during the Employment Period. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during 7.1 During the term of Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to with the Company's business , and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee andfor a period of one (1) year following termination of employment for any reason, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee that he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period directly or indirectly, enter into or become associated with or engage in any other business (or six months after the termination of the Employment Period if such termination is whether as a result of a termination for Good Reason following a Change in Control)partner, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownershareholder, employee, partnerconsultant, affiliate or other participant otherwise), which is involved in any Competing Businessthe business of providing (i) temporary and/or permanent staffing of governmental employees, and (ii) assist others in engaging in any Competing Business in medical and office administration/technical professionals through Federal Supply Schedule (“FSS”) contracts with both the manner described in the foregoing clause United States General Services Administration (i“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and local entities, or (iii) induce other employees of is otherwise engaged in the same or similar business as the Company or any subsidiary thereof to terminate their employment in direct competition with the Company, or which the Company or any subsidiary thereof or engage was in any Competing Businessthe process of developing, during the tenure of Employee’s employment by the Company. Notwithstanding the foregoing, the term "Competing Business" ownership by Employee of less than five percent of the shares of any publicly held corporation shall not include violate the provisions of this Article VII. In furtherance of, and in addition to, the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any temporary or permanent employee placement, governmental staffing or any other business or activity that was not conducted by of the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a and its subsidiaries, or any business similar to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer of the Company who was a customer of the Company during the tenure of his employment. 7.2 In addition, Employee will not for a period of one year after the termination of employment for any reason, either directly or indirectly, (a) solicit any person who is employed by the Company (or who was employed by the Company within 90 days of the Termination Date to: (i) terminate his employment with the Company; (ii) accept employment with anyone other than the Company, or (iii) in any manner interfere with the business of the Company, but nevertheless believes . 7.3 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. During the Active Employment Term, you shall devote your full time and best efforts to the performance of your duties under this Agreement, and you shall not, directly or indirectly, take any action or become involved in any endeavor which is, in the sole judgment of the Board of Directors, not in the best interests of the Company. Furthermore, notwithstanding any other provision of this Agreement, for a period of one (a1) The Employee hereby acknowledges year after the expiration of the Active Employment Term, you agree that you shall not, without the prior written consent of the Company, own more than 5% of, accept employment with, or lend your name or assistance to any venture, enterprise, company, business or endeavor which is directly or indirectly in competition with the Company or its affiliated companies in fields in which the Company and recognizes thatits affiliated companies have annual sales of more than ten million dollars ($10,000,000). During such one (1) year period, you shall receive payment from the Company at a rate of 75% of your basic annual salary in effect at the termination of your employment with the Company, payable in conformity with the Company's policies, practices and procedures; provided, however, that the amount of such payment shall be reduced by the amount of retirement income, if any, which would have been payable to you from the Warner-Laxxxxx Xxxxxxxent Plan and the Warner-Laxxxxx Xxxxxxxxntal Pension Income Plan had you applied for such retirement income at the commencement of such one (1) year period. Notwithstanding the foregoing, no payment shall be made to you under the provisions of this Clause I.f. after March 1, 0000, (xx) xxx xxx period during the Employment Period, the Employee will which you may be privy to trade secrets and confidential proprietary information critical serving as a consultant to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of for any period during which you are receiving severance payments from the Company (or any subsidiary thereof to terminate their employment with would be receiving severance payments but for your election of a lump sum severance payment). Further, the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior may grant to the effective date of you a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions whichrelease from this restrictive covenant, in any which event (given no payment shall be due under the education, skills and ability provisions of the Employee), the Employee believes would not prevent the Employee from earning a livingthis Clause I.f.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during 7.1 In the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary event of the termination of employment with the Employment Period (or six months after Company at any time prior to the termination expiration of the Employment Period if Term hereof, or Employee’s discharge in accordance with Article IX, or the expiration of the Term hereof without renewal, Employee agrees that she will not, for period of one (1) year following such termination is termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a result of a termination for Good Reason following a Change in Control)partner, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownershareholder, employee, partnerconsultant, affiliate or other participant otherwise), which business is primarily involved in any Competing Businessassisting clients to cost effectively outsource human resources requirements and operating professional employer organizations or temporary staffing services, (ii) assist others in engaging in any Competing Business or is otherwise engaged in the manner described in the foregoing clause (i), or (iii) induce other employees of same business as the Company or any subsidiary thereof to terminate their employment in direct competition with the Company in the geographic locations where the Company currently conducts business or any subsidiary thereof or engage in any Competing Businessgeographic locations where the Company was in the process of developing potential business relationships, during the tenure of Employee’s employment by the Company. Notwithstanding the foregoing, the term "Competing Business" ownership by Employee of less than five percent (5%) of the shares of any publicly held corporation shall not include violate the provisions of this Article VII. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in assisting clients to cost effectively outsource human resources requirements and operating professional employer organizations or activity that temporary staffing services, or any business similar to the business in which the Company was not conducted engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of her employment. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the employment of Employee by the Company, and free of any additional obligations of the Company to make additional payment to Employee, Employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not protectable by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Employee prior to the effective date termination of a Change in Control. (b) The her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of her duties of employment. Employee understands agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the foregoing restrictions may limit the ability sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to earn a livelihood execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company as Employee’s attorney-in-fact with full powers to execute such document itself in a business similar the event Employee fails or is unable to provide the Company with such signed documents. Notwithstanding the foregoing, this provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The Employee hereby acknowledges During the term of this Agreement and recognizes thatfor a period of six (6) months thereafter, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will Executive shall not, from and after the date hereof until the first anniversary directly or indirectly, engage or participate in, or be in any manner connection with, any other business which is similar to or competes with any business operations or activities of the termination of the Employment Period (Company or six months after the termination of the Employment Period if such termination is act as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employeeofficer, partner, affiliate consultant, or Executive for or make any financial investment in any other firm, corporation or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business such enterprise anywhere in the manner described United States, without the expressed written approval of Company. Nothing contained herein, however, shall restrict Executive from making any investments in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity enterprise whose securities are listed on a national securities exchange or actively traded in the over-the-counter market, which business or enterprise is or might be, directly or indirectly, in competition with the business operations of the Company; provided, however, that was such investment does not conducted by give Executive the Company prior right to control or influence the effective date policy decisions of a Change in Controlsuch business. (b) The Employee understands During the term of this Agreement and at all times thereafter, Executive will not divulge, furnish or make accessible to anyone (other than in the regular course of business of Company or at the request of Company) any knowledge or information with respect to confidential or secret methods, data, ideas, creations, plans, materials and processes (including improvements and enhancements thereof) of Company including, without limitation, any customer or client lists, telephone leads, prospect lists, advertising and sales promotion materials, forms or literature and manufacturing processes (collectively, "Intangible Property"). (c) Executive agrees that any Intangible Property that he may conceive, make, invent, develop or suggest during the foregoing restrictions may limit the ability term of the Employee to earn a livelihood this Agreement (whether individually or jointly with any other person or persons), relating in a business similar any way to the business or activities of Company shall be the sole, exclusive and absolute property of Company. Executive will immediately disclose any Intangible Property to Company, except where the same is lawfully protected from disclosure as the trade secret of a third party or by any other lawful bar to such disclosure. Executive further agrees that without further remuneration (except out-of-pocket expenses) and whether or not Executive is still engaged by Company, he will, at Company's request, execute and deliver any documents and give reasonable assistance which may be essential or desirable to secure to, assign, and vest in Company the sole and exclusive right, title and interest in and to such Intangible Property including, in those instances where Company determines in its sole discretion, to apply for letters patent of the United States of America and/or foreign countries, patent applications, copyright applications, assignments, affidavits, priority claims and other documents now or hereafter essential or desirable in the opinion of Company in obtaining, maintaining and/or defending such patents, copyrights or other proprietary rights and in securing to and vesting in Company the sole and exclusive right, title and interest in and to such rights. (d) Executive agrees that during the term of this Agreement, or any renewals or extensions hereof and for a period of six (6) months thereafter, he will not: (i) Directly or indirectly solicit, raid, entice or induce any employee of Company to be engaged by any other person, firm or corporation; or (ii) Directly or indirectly approach any such employee for such purposes; or (iii) Authorize or knowingly approve the taking of such actions by other persons on behalf of any such person, firm or corporation or assist any such person, firm or corporation in taking such action. (e) Executive agrees that during the term of this Agreement he will not enter into on behalf of Company or cause Company to enter into, directly or indirectly, any transaction with any business organization in which he or any member of his immediate family may be interested as a partner, trustee, director, officer, Executive, shareholder, other equity holder, lender of money or guarantor, unless the material facts as to his interest and as to the transaction are disclosed or are known to Company. (f) Executive acknowledges that the services to be rendered by him hereunder are of a special, unique and extraordinary character and that it would be difficult if not impossible to replace such services, and further that irreparable injury would be sustained by Company in the event of a violation by Executive of any of the provisions of this Agreement, and by reason thereof, Executive consents and agrees that if he violates any of the provisions of this Agreement, Company shall be entitled to an injunction to be issued by any court of competent jurisdiction restraining him from committing or continuing any violation of this Agreement, in addition to all other remedies available to Company under this Agreement or otherwise. The existence of any claim or cause of action of the Executive against Company, but nevertheless believes that whether predicated on this Agreement or otherwise shall not constitute a defense to the Employee has received and will receive sufficient consideration and other benefits, as an employee enforcement by the Company of these restrictions. (g) In the event of a judicial determination of the Company unreasonableness of these covenants with regard to time, geographical limitations or prohibited activities, it is agreed by the parties that their intention is that this Agreement should be considered to be effective within judicially determined reasonable limits, time and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingprohibited activities.

Restrictive Covenant. (a) The For purposes of this Agreement, "Competing Business" is defined as Gilbarco, Xxxxx, Schlumberger, Bennett, and Tatsuno, and their respective affiliates and subsidiaries, both domestic and international, and any other company engaged in the petroleum dispensing manufacturing business or point of sale equipment business related to petroleum dispensing. 9.1 Employee hereby acknowledges covenants and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration for the greater of 12 months after termination of this Agreement, or such time as Employee is receiving any severance pay from Company (the benefits to be received by the "Restricted Period"), Employee hereunder, the Employee will shall not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage own, manage, operate, control, be controlled by, participate in, be employed by, or be connected in any manner with the developmentownership, productionmanagement, marketing operation, or sale control of products any Competing Business. Employee further covenants and agrees that compete (orhe shall not during the Restricted Period contact or attempt to contact, upon commercializationeither directly or indirectly, would compete) with products any customers of the Company being developed (so long as such development has not been abandoned), marketed or sold they may exist at the time of the termination of Employee's termination (employment for the purpose of soliciting such customer's business for or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees on behalf of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding Employee specifically acknowledges and agrees that Company's business is international in scope and that the foregoingrestriction as contained in this section is intended to cover activity by Employee both domestically and internationally. Employee further stipulates, covenants, and agrees that a reasonable geographic restriction, as that term is used and defined by Indiana law, on Employee's activities under this Section is the entire world. 9.2 In the event of Employee's actual or threatened breach of the provisions of this Section, Company shall be entitled to obtain an injunction enjoining Employee from committing such actual or threatened breach. In the event Company obtains an injunction enjoining Employee from violating this provision, Company shall be entitled to recover all costs incurred in connection with the injunction, including reasonable attorneys' fees. Company shall also be permitted to pursue any other available remedies available for such breach, including the recovery of damages and reasonable costs and attorneys' fees from Employee. 9.3 If a court of competent jurisdiction or any arbitrator determines that any provision or restriction in this Section is unreasonable or unenforceable, the term "Competing Business" court or arbitrator shall not include any business modify such restriction or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands provision so that the foregoing restrictions may limit the ability agreement then becomes an enforceable restriction of the Employee to earn a livelihood in a business similar to the business activities of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. 7.1 In the event of the termination of Employee’s employment with the Company at any time, Employee agrees that he will not, for a period of one (a1) The Employee hereby acknowledges and recognizes thatyear following such termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which business is primarily involved in the manufacture, development and/or distribution of document imaging systems, or digital image authentication or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing during the Employment Periodterm of Employee’s employment with the Company and such development is based on actual or demonstrative anticipated research. Notwithstanding the foregoing, (x) the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this Article VII, and (y) the Employee will shall not be privy required to trade secrets and confidential proprietary information critical comply with any provision of this Article VII following termination of this Agreement if the amounts required to be paid under Article IX are not timely paid. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in the manufacture, development and/or distribution of document imaging systems, or digital image authentication services, or any business similar to the Company's business and the Employee further acknowledges and recognizes that in which the Company would find it extremely difficult was engaged, or impossible to replace in the Employee andprocess of developing during Employee’s tenure with the Company and such development is based on actual or demonstrative anticipated research, accordingly, solicit any customer or employee of the Employee agrees thatCompany who was a customer or employee of the Company within one year of the Termination Date. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the benefits to be received employment of Employee by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary free of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products any additional obligations of the Company being developed (so long as such development has not been abandoned)to make additional payment to Employee, marketed or sold at Employee agrees to irrevocably assign to the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officerCompany any and all inventions, directorsoftware, ownermanuscripts, employeedocumentation, partner, affiliate improvements or other participant in intellectual property whether or not protectable by any Competing Businessstate or federal laws relating to the protection of intellectual property, (ii) assist others in engaging in any Competing Business in relating to the manner described in the foregoing clause (i), present or (iii) induce other employees future business of the Company or any subsidiary thereof to terminate their that are developed by Employee during the term of his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in the event employee fails or any subsidiary thereof or engage in any Competing Businessis unable to provide the Company with such signed documents. Notwithstanding the foregoing, the term "Competing Business" shall this provision does not include any business apply to an invention for which no equipment, supplies, facility, or activity that was not conducted by trade secret information of the Company prior to was used and which was developed entirely on Employee’s own time, unless (a) the effective date of a Change in Control.invention relates (bi) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will Should Sxxxx cease to be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that employed by the Company would find it extremely difficult by reason of any breach on the part of Sxxxx, or impossible pursuant to replace the Employee andParagraph 7(c) of this agreement, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee Sxxxx will not, from and without the prior written consent of the Company, signed by the Chairman of the Board of Directors of the Company, at any time during the one year period after the date hereof until the first anniversary of the termination of the Employment Period (such employment shall cease, directly or six months after the termination of the Employment Period if such termination is indirectly, in association with or as a result stockholder, director, officer, consultant, employee, member or otherwise of a termination for Good Reason following a Change in Control)or through any corporation, (i) directly partnership, association or indirectly other entity, engage in any enterprise or business which renders services which are competitive with the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products business of the Company being developed (so long as at such development has not been abandoned)date, marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in geographical area where the foregoing clause (i), or (iii) induce other employees business of the Company is now or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlthen conducted. (b) The Employee understands In consideration of this agreement, Sxxxx hereby covenants and agrees with the Company that during the foregoing restrictions may limit the ability course of this agreement and for a period of twelve (12) months subsequent to its termination, he will not solicit, directly or indirectly, an account which is a client of the Employee Company at any time within one (1) year prior to earn a livelihood in a business similar the date of such termination. Sxxxx further agrees that he will preserve as confidential, all proprietary information pertaining to the business of the Company that may be obtained by him from any sources of any sort during the term of this agreement or at any time prior to the date hereof and to the extent that such proprietary information does not become public knowledge, other than by violation of this agreement, and that he will not, without written authorization from the Company, but nevertheless believes that disclose to others during the Employee has received and will receive sufficient consideration and other benefitscourse of this agreement, as an employee or thereafter, any of such proprietary information obtained by him. Sxxxx agrees to turn over to the Company any and as otherwise provided hereunder, all written data pertaining to justify such restrictions which, the foregoing in any the event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingtermination of employment.

Restrictive Covenant. (a) The Employee Executive hereby acknowledges and recognizes that, during the Employment Period, the Employee Executive will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee Executive further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee Executive and, accordingly, the Employee Executive agrees that, in consideration of the benefits to be received by the Employee Executive hereunder, the Employee Executive will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), , (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company or any subsidiary being developed (so long as such development has not been abandoned), marketed or sold at the time of the EmployeeExecutive's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company or an subsidiary prior to the effective date of a Change in Control. (b) The Employee Executive understands that the foregoing restrictions may limit the ability of the Employee Executive to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee Executive has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the EmployeeExecutive), the Employee Executive believes would not prevent the Employee Executive from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy agrees that he has access to trade secrets secret and confidential proprietary information critical of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible . Except as otherwise expressly consented to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received writing by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Employee's employment (for any reason and whether such employment was under this Agreement or six otherwise) and thereafter for twelve (12) months after (the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control"Restricted Period"), (i) the Employee shall not, directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be acting as an employee, owner, shareholder, partner, joint venturer, officer, director, owneragent, employeesalesperson, partnerconsultant, affiliate advisor, investor or principal of any corporation or other participant business entity: (i) engage, in any Competing Businessstate or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company terminates), in direct or indirect competition with the business conducted by the Company or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (ii) assist others in engaging in request or otherwise attempt to induce or influence, directly or indirectly, any Competing Business in the manner described in the foregoing clause (i)present customer or supplier, or prospective customer or supplier, of the Company, or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (iii) hire or solicit for employment, directly or indirectly, or induce other employees or actively attempt to influence, any Employee of the Company or any subsidiary thereof Affiliate, as such term is defined in the Securities Act of 1933, as amended, to terminate their his or her employment or discontinue such person's consultant, contractor or other business association with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlCompany. (b) The If the Employee understands that violates any of the foregoing restrictions may limit contained in Section 8(a) above, the ability Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to earn a livelihood in a business similar to the business satisfaction of the Company, but nevertheless believes that and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee has received and will receive sufficient consideration and other benefits, as an employee under this Agreement. (c) In the event that either the geographical area or the Restrictive Period set forth in Section 8(a) of the Company and as otherwise provided hereunder, this Agreement is deemed to justify such restrictions which, be unreasonably restrictive in any event (given the education, skills and ability of the Employee)court proceeding, the Employee believes would not court may reduce such geographical area and Restrictive Period to the extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from earning being a livingholder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (e) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and signed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the term of this Agreement, and any time hereafter. (f) The Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

Restrictive Covenant. For purposes of this Agreement, "Competing Business" is defined as Gilbarco, Inc., Xxxxx (a) The a division of Dresser Industries, Inc.), Schlumberger Limited, Tankanlagen Salzkotten GmbH, Xxxxxxx & Bachmann GmbH, Tatsuno Corporation and Xxxxxxx Pump Company, and their respective affiliates, subsidiaries and successors, both domestic and international, and any other company engaged in the petroleum dispenser manufacturing business or the point- of-sale software or equipment business. 8.1 Employee hereby acknowledges covenants and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration from the date of this Agreement until the benefits to be received by later of (x) a period of 48 months thereafter, and (y) 12 months after termination of employment with the Employee hereunderCompany (the "Restricted Period"), the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage indirectly, own, manage, operate, control, be controlled by, participate in, be employed by, or be connected in any manner with the developmentownership, productionmanagement, marketing operation or sale control of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business. Employee further covenants and agrees that he will not during the Restricted Period solicit, induce, conspire with or attempt to solicit, induce or conspire with either (iia) assist others in engaging in any Competing Business in of the manner described in the foregoing clause (i), officers or (iii) induce other employees of the Company or any subsidiary thereof of its affiliates to terminate their employment relationship with or to compete against the Company or any of its affiliates or (b) any customer or supplier of the Company or any of its affiliates with whom Employee has dealt or otherwise has or had dealings during the 24 months prior to such attempted solicitation or inducement, to terminate their business relationship with the Company or any subsidiary thereof of its affiliates. Employee specifically acknowledges and agrees that Company's business is international in scope and that the restriction as contained in this section is a reasonable geographic restriction, as that term is used and defined by Colorado law, on Employee's activities. 8.2 In the event of Employee's actual or engage threatened breach of the provisions of this section, Company shall be entitled to obtain an injunction enjoining Employee from committing such actual or threatened breach. Company shall also be permitted to pursue any other available remedies available for breach or threatened such breach. 8.3 If a court of competent jurisdiction or any arbitrator deter mines that any provision or restriction in any Competing Business. Notwithstanding the foregoingthis section is unreasonable or unenforceable, the term "Competing Business" court or arbitrator shall not include any business modify such restriction or activity that was not conducted by the Company prior provision to the effective date of a Change in Control. (b) The Employee understands minimum extent necessary so that the foregoing restrictions may limit the ability agreement then becomes an enforceable restriction of the Employee to earn a livelihood in a business similar to the business activities of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges parties acknowledge that the business of Baseline is carried throughout the United States (the "Territory"); that Baseline's customers and recognizes thatsales representatives are or will be located throughout the Territory after the Closing; that Baseline and QIC have built up a good deal of goodwill in the Territory; and that the ability of MOCON to protect such goodwill is material to the transaction contemplated by this Agreement. Accordingly, during the Employment "Restricted Period" (as defined below), neither QIC nor any of its Affiliates, shall, without the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration prior written consent of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)MOCON, (i) directly or indirectly engage indirectly, in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products any part of the Company being developed Territory, engage or be interested in or carry on (so long whether as such development has not been abandoned)owner, marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officerpartner, director, ownerconsultant, employee, partneragent, affiliate or other participant in otherwise) any Competing Businessbusiness, activity, or enterprise which is similar to or competes with any aspect of the business carried on by Baseline as of the Closing Date; (ii) assist others in engaging in directly or indirectly employ or otherwise engage, or offer to employ or otherwise engage, any Competing Business in person who as of the manner described in Closing Date or during the foregoing clause (i)three year period preceding the Closing Date is or was an employee, sales representative, or agent of Baseline or (iii) directly or indirectly induce or influence any customer, supplier, or other employees person that has a business relationship with MOCON to discontinue or reduce the extent of such relationship. As used herein, the "Restricted Period" shall mean the period expiring on the fifth (5th) anniversary of the Company Closing Date. In addition, neither QIC nor its Affiliates shall ever use or divulge any subsidiary thereof trade secrets, customer or supplier lists, pricing information, marketing arrangements, strategies, business plans, internal performance statistics, training manuals, or other information concerning Baseline that is competitively sensitive or confidential, unless such information is required to terminate their employment with the Company be disclosed by law, rule or regulation or by reason of subpoena, court order or government action; provided, however, that neither QIC nor any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" of its Affiliates shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability disclose such information until they have given MOCON prompt notice of the Employee requirement to earn disclose and MOCON, should it so desire, has had a livelihood in a business similar reasonable opportunity to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, take any action designed to justify prevent such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingdisclosure.

Restrictive Covenant. (a) The Employee Executive hereby acknowledges and recognizes that, during the Employment PeriodTerm, the Employee Executive will be privy to trade secrets and confidential proprietary information critical to the Company's ’s business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, accordingly the Employee Executive agrees that, in consideration of the benefits to be received by the Employee him hereunder, the Employee Executive will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)Term, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), produced, marketed or sold at the time of the Employee's Executive’s termination (such business or activity being hereinafter called a "“Competing Business"”) whether such engagement shall be as an owner, partner, investor, employee, officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, ; (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), ) above; or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding The ownership of not more than 5% of the foregoing, stock of any entity having a class of equity securities actively traded on a national securities exchange or on the term "Competing Business" Nasdaq Stock Market or any minority interest in any private entity shall not include any business or activity that was not conducted by be deemed, in and of itself, to violate the Company prior to the effective date prohibitions of a Change in Controlthis Section 8(a). (b) During the Term of the Executive’s employment hereunder and for five (5) years thereafter, the Executive shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly, that will reflect adversely on the Company or its officers, directors, employees or agents or adversely affect their business reputation or goodwill. (c) The Employee Executive understands that the foregoing restrictions may limit the ability of the Employee Executive to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee Executive has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunderherein, to justify such restrictions which, in any event (given the education, skills and ability of the EmployeeExecutive), the Employee Executive believes would not prevent the Employee Executive from earning a living. (d) If any portion of the restrictions set forth in this Section 8 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. The Executive declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 8 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, the Company and the Executive agree to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable. (e) The existence of any claim or cause of action by the Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

Restrictive Covenant. (a) The Employee hereby acknowledges Employer and recognizes thatthe Executive have jointly reviewed the tenant lists, during property submittals, logs, broker lists, and operations of the Employment PeriodEmployer, and have agreed that as an essential ingredient of and in consideration of this Agreement and the payment of the amounts described in Sections 3 and 4 hereof, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee Executive hereby agrees that, in consideration except with the express prior written consent of the benefits Employer, for a period equal to be received by either (i) twelve (12) months if the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary Executive’s employment is terminated as a result of the termination expiration of the Employment Period term of this Agreement or (or six ii) twenty-four (24) months after the termination of the Employment Period Executive’s employment with the Employer for any other reason, (the “Restrictive Period”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of Employer to terminate employment with Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates a business similar to that of the Employer (the “Restrictive Covenant”). For purposes of this subparagraph (a), a business shall be considered “similar” to that of the Employer if such it is engaged in the acquisition, development, ownership, operation, management or leasing of suburban office property in any geographic market or submarket in which the Employer owns more than 750,000 s.f. of properties either as of the date hereof or as of the date of termination is of the Executive’s employment. If the Executive violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of the time involved in obtaining such relief, be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this paragraph (a) computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Executive. In the event that a termination for Good Reason following a Change in Control)successor of the Employer assumes and agrees to perform this Agreement or otherwise acquires the Employer, (i) this Restrictive Covenant shall continue to apply only to the primary service area of the Employer as it existed immediately before such assumption or acquisition and shall not apply to any of the successor’s other offices or markets. The foregoing Restrictive Covenant shall not prohibit the Executive from owning, directly or indirectly engage in indirectly, capital stock or similar securities which are listed on a securities exchange or quoted on the development, production, marketing or sale National Association of products that compete Securities Dealers Automated Quotation System which do not represent more than five percent (or, upon commercialization, would compete5%) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time outstanding capital stock of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlcorporation. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby Executive acknowledges and recognizes that, that during the Employment Period, the Employee Period he will be privy to trade secrets and confidential proprietary non-public information critical to the Company's and its affiliates' business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees thathim. Accordingly, in consideration of the benefits premises contained herein, and the consideration to be received by the Employee hereunderExecutive hereunder and the granting of certain stock options to the Executive, the Employee will not, from and after the date hereof until the first anniversary of the termination of during the Employment Period and the Non-Competition Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Controldefined below), the Executive shall not (i) directly or indirectly engage in, represent in the developmentany way, productionor be connected with, marketing or sale of products that compete any Competing Business (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoneddefined below), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, ; (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or Business; (iii) induce other employees any employee of the Company or any subsidiary affiliate thereof to terminate their such employee's employment with the Company or any subsidiary thereof such affiliate or to engage in any Competing Business. Notwithstanding ; or (iv) induce any entity or person with which the foregoingCompany or any affiliate thereof has a business relationship to terminate or alter such business relationship; provided, however, that the term "Competing Business" foregoing shall not include prevent the Executive from owning the securities of or an interest in any business business, provided such ownership of securities or activity that was not conducted by the Company prior to the effective date interest represents less than five percent (5%) of a Change in Controlany class or type of securities of, or interest in, such business. (b) The Employee Executive understands that the foregoing restrictions may limit the his ability of the Employee to earn a livelihood in a business similar to the business of the CompanyCompany or any affiliate thereof, but he nevertheless believes that the Employee he has received and will receive sufficient consideration and other benefits, benefits as an employee of the Company and as otherwise provided hereunder, hereunder and pursuant to other agreements between the Company and the Executive to justify clearly such restrictions which, in any event (given the his education, skills and ability of the Employeeability), the Employee believes Executive does not believe would not prevent the Employee him from earning a living. (c) As used herein, "Competing Business" shall mean any business in North America if such business or the products sold by it are competitive, directly or indirectly, with (i) the business of the Company or any of its affiliates for which the Executive has direct managerial responsibility, (ii) any of the products manufactured, sold or distributed by the Company or any of its affiliates for which the Executive has direct managerial responsibility or (iii) any products or business being developed by the Company or any of its affiliates for which the Executive has direct managerial responsibility and "Non-Competition Period" shall mean the period commencing on the day immediately following the Termination Date and ending upon the expiration of 18 months following the Termination Date. For purposes of this paragraph (c), the Executive shall be deemed to have direct managerial responsibility for the business of the Company, Quality Foods and Custom Food Products, Inc.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee Executive agrees that, (1) for a period of two years following (w) the Company’s termination of Executive’s employment for cause (as defined in consideration Section 7 above) or (x) Executive’s termination of his own employment for any reason whatsoever, or (2) for the benefits earlier of (y) a period of two years following the Company’s termination of Executive’s employment without cause, or (z) so long as the Company shall pay the Severance Pay as set forth in Section 7 above, if any, following the Company’s termination of Executive’s employment without cause (each such period shall hereinafter be referred to be received by the Employee hereunderas, the Employee “Covenant Period”), he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), : (i) directly or indirectly engage own, manage, operate, control, be employed by, participate in, or be connected in any manner whatsoever with the ownership, management, operation or control of any business engaged in the development, production, marketing same or sale of products that compete (or, upon commercialization, would compete) with products of similar business as the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, Company; (ii) assist others in engaging in approach or solicit any Competing Business in person who is employed by the manner described in the foregoing clause (i)Company or any affiliate with a view to hiring such employee, persuading such employee to leave such employment, or (iii) induce other employees actually hire an employee of the Company or an affiliate for any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlother entity. (b) The Employee understands Executive further agrees that he shall not, during the applicable Covenant Period, disparage or act in any manner, directly or indirectly, which may damage the Company or any affiliate. (c) Executive recognizes that certain information of and about the Company is confidential, including but not limited to trade secrets, know-how, and marketing plans. Executive agrees that he will not, at any time, either while employed by Company or after the termination of his employment, reveal such confidential information to any other person, firm or corporation except as required by law. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company and its affiliates under the provisions of this Section 8, and Executive hereby acknowledges and agrees that the foregoing restrictions may limit same are reasonable in time and territory, do not stifle the ability inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the Employee to earn a livelihood in a business similar to the business legitimate interests of the Company, but nevertheless believes that and do not confer a benefit upon the Employee has received and will receive sufficient consideration and other benefitsCompany disproportionate to the detriment to Executive which is caused by the provisions of this Section 8. In the event of a breach or a threatened breach by Executive of this Section 8, as an employee of the Company and its affiliates shall be entitled to an injunction restraining Executive from the commission of such breach. Nothing herein contained shall be construed as otherwise provided hereunderprohibiting the Company and any affiliate from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. These covenants and disclosures shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to justify the enforcement by the Company and affiliates of such restrictions which, in any event (given the education, skills covenants and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingagreements.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes thatagrees that he has access to secret and confidential information of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company. Except as otherwise expressly consented to in writing by the Company, during until the Employment Periodtermination of the Employee's employment (for any reason and whether such employment was under this Agreement or otherwise) and thereafter for the period of time, not to exceed eighteen (18) months, for which the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration is being compensated at an annual rate of at least 50% of the benefits to be last annual base salary received by the Employee hereunderunder Section 3(a) hereof (the "Restricted Period"), the Employee will shall not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be acting as an employee, owner, shareholder, partner, joint venturer, officer, director, owneragent, employeesalesperson, partnerconsultant, affiliate advisor, investor or principal of any corporation or other participant business entity: (i) engage, in any Competing Businessstate or territory of the United States of America where the Company is doing business (determined as of the date the Employee's employment with the Company terminates), in direct or indirect competition with the business conducted by the Company or activities which the Company plans to conduct with one year (determined as of the date the Employee's employment with the Company terminates); (ii) assist others in engaging in request or otherwise attempt to induce or influence, directly or indirectly, any Competing Business in the manner described in the foregoing clause (i)present customer or supplier, or prospective customer or supplier, of the Company, or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (iii) hire or solicit for employment, directly or indirectly, or induce other employees or actively attempt to influence, any Employee of the Company or any subsidiary thereof Affiliate, as such term is defined in the Securities Act of 1933, as amended, to terminate their his or her employment or discontinue such person's consultant, contractor or other business association with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlCompany. (b) The If the Employee understands that violates any of the foregoing restrictions may limit contained in Section 8(a) above, the ability Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to earn a livelihood in a business similar to the business satisfaction of the Company, but nevertheless believes that and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee has received and will receive sufficient consideration and other benefits, as an employee under this Agreement. (c) In the event that either the geographical area or the Restrictive Period set forth in Section 8(a) of the Company and as otherwise provided hereunder, this Agreement is deemed to justify such restrictions which, be unreasonably restrictive in any event (given the education, skills and ability of the Employee)court proceeding, the Employee believes would not court may reduce such geographical area and Restrictive Period to the extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from earning being a livingholder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended; provided, however, that the Employee holds of record and beneficially less than two percent (2%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (e) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made a part hereof as though fully set forth herein, during the term of this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

Restrictive Covenant. (a) The For purposes of this Agreement, "Competing Business" is defined as Gilbarco, Xxxxx, Schlumberger, Bennett, and Tatsuno, and their respective affiliates and subsidiaries, both domestic and international, and any other company engaged in the petroleum dispensing manufacturing business or point of sale equipment business related to petroleum dispensing. 8.1 Employee hereby acknowledges covenants and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration for the greater of 12 months after termination of this Agreement, or such time as Employee is receiving any severance pay from Company (the benefits to be received by the Employee hereunder, the "Restricted Period") Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage own, manage, operate, control, be controlled by, participate in, be employed by, or be connected in any manner with the developmentownership, productionmanagement, marketing operation or sale control of products any Competing Business. Employee further covenants and agrees that compete (orhe will not during the Restricted Period contact or attempt to contact, upon commercializationeither directly or indirectly, would compete) with products any customers of the Company being developed (so long as such development has not been abandoned), marketed or sold they may exist at the time of the termination of Employee's termination (employment for the purpose of soliciting such customer's business for or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees on behalf of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding Employee specifically acknowledges and agrees that Company's business is international in scope and that the foregoingrestriction as contained in this section is intended to cover activity by Employee both domestically and internationally. Employee further stipulates, covenants and agrees that a reasonable geographic restriction, as that term is used and defined by Indiana law, on Employee's activity's under this section is the entire world. 8.2 In the event of Employee's actual or threatened breach of the provisions of this section, subject to the provisions of section , Company shall be entitled to obtain an injunction enjoining Employee from committing such actual or threatened breach. In the event Company obtains an injunction enjoining Employee from violating this provision, Company shall be entitled to recover all costs incurred in connection with the injunction, 7 including reasonable attorney's fees. Company shall also be permitted to pursue any other available remedies available for such breach, including the recovery of damages, costs and attorney's fees from Employee. 8.3 If a court of competent jurisdiction or any arbitrator determines that any provision or restriction in this section is unreasonable or unenforceable, the term "Competing Business" court or arbitrator shall not include any business modify such restriction or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands provision so that the foregoing restrictions may limit the ability agreement then becomes an enforceable restriction of the Employee to earn a livelihood in a business similar to the business activities of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. Each of the Sellers agrees with Buyer that the Business is worldwide in nature and that acts undertaken by any of the Sellers anywhere in the world could affect the Business. Therefore, to protect the Business, the trade secrets transferred hereunder, and the associated goodwill, each of the Sellers agrees that it will not: (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after for a period beginning on the date hereof until and ending on the first fifth anniversary of hereof (the termination of the Employment Period ("Restricted Period"), directly or six months after the termination of the Employment Period if such termination is indirectly, alone or as a result of a termination for Good Reason following a Change in Control)partner, joint venturer, member, consultant, agent, independent contractor or shareholder of, or lender to, any company or business (i1) directly or indirectly engage in the developmentBusiness or any business competitive with the Business, productionor (2) engage in any attempt to re-engineer, marketing copy or sale create a substitute for the Learn2 Retail Products, the Consigned Products or the Buyer's e-Learning Products; PROVIDED, HOWEVER, that the Sellers may provide services in the ordinary course of products their business to companies that compete (or, upon commercialization, would compete) with products of the Company being developed (provide e-Learning goods and services so long as the provision of such development has e-Learning goods and services by such companies does not been abandoned), marketed or sold at the time constitute a significant portion of the Employee's termination (business of such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officercompanies, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior but rather is incidental to the effective date provision of a Change in Control.other goods and services; (b) The Employee understands that during the foregoing restrictions may limit Restricted Period, directly or indirectly employ or solicit, or knowingly permit any company or business directly or indirectly controlled by such Seller to employ or solicit, any person who is, or at any time during the ability of the Employee to earn a livelihood in a business similar to the business of the Companypreceding two year period, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as was an employee of Buyer or any of its Affiliates employed in the Company and as otherwise provided hereunderBusiness or induce, persuade or seek any such person to justify such restrictions whichleave his employment with Buyer or any of its Affiliates, in each case, without the prior written consent of Buyer; or (c) at any time following the Closing Date, directly or indirectly, in any event way utilize, disclose, copy, reproduce or retain in its possession (given the educationexcept as provided in this Agreement) any confidential or proprietary information or records of Buyer or any of its Affiliates, skills and ability including, but not limited to, any of the Employee)Purchased Assets. For the avoidance of doubt, any copies of any Purchased Assets permitted to be retained by the Sellers hereunder shall be subject to the provisions of this SECTION 5.6(c) and may be used solely for the specific purposes set forth in this Agreement. The Sellers agree and acknowledge that the restrictions contained in this SECTION 5.6 are reasonable in scope, duration and area, and are necessary to protect Buyer after the Closing Date. The parties agree and acknowledge that the breach of this SECTION 5.6 will cause irreparable damage to Buyer for which monetary damages will not be adequate, and upon breach (or threatened breach) of any provision of this SECTION 5.6, Buyer shall be entitled to injunctive relief, specific performance or other equitable relief; PROVIDED, HOWEVER, that this shall in no way limit any other remedies which Buyer may have (including, without limitation, the Employee believes would not prevent right to seek monetary damages). If any provision of this SECTION 5.6, as applied to any party or to any circumstance, is adjudged by a court to be invalid or unenforceable, the Employee from earning a livingsame will in no way affect any other circumstance or the validity or enforceability of the remainder of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision, the scope of activity or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration, scope and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during For the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical purpose of assuring to the Company's business Purchaser the full benefit of the Group and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits Purchaser agreeing to be received by buy the Employee hereunderShares on the terms of this Agreement, each Seller covenants and undertakes with the Employee Purchaser that it will not, from without the prior written consent of the Purchaser, whether directly or indirectly and after whether alone or in conjunction with or on behalf of any other person and whether as principal, agent, director, officer, shareholder, debenture holder, partner, joint venturer, consultant or otherwise: (a) for a period of two years immediately following the date hereof solicit or entice away from any Group Company any employee of any Group Company employed at the date of Completion whether as employee or as consultant; (b) save as permitted by law, use or reveal to any person any secret or confidential information concerning any Group Company until such time as the first anniversary same falls into the public domain otherwise than by reason of a breach of this covenant and undertaking; (c) use any one or more of the termination following names or any colourable imitation of any of them in the Employment Period course of a business being carried on by the Company at Completion (or six months any name which is capable of being confused with such names): "Ivron", "Ivron Systems", or any other trademark owned by or previously used by the Company (d) for a period of two years immediately after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)Completion solely or jointly, (i) directly or indirectly engage in the developmentRelevant Business in the Territory or become involved or connected with or carry on, productionparticipate, marketing assist, be engaged or sale concerned or interested (except as the holder or beneficial holder for investment purposes of products that compete (or, upon commercialization, would competenot more than 5% nominal value of any class of securities listed or dealt in on a recognised stock exchange) with products of in the Company being developed (so long as such development has not been abandoned), marketed Territory during this said period in any company or sold at the time of the Employee's termination (firm carrying on any such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officeremployee, director, owner, employee, partner, affiliate consultant, agent, shareholder or other participant in sole proprietor or otherwise howsoever; and (e) interfere either directly or indirectly or take any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment such steps as may interfere with the continuance of supplies to any Group Company (or the terms relating to such supplies) from any subsidiary thereof suppliers who are at the Completion or engage in who have been at any Competing Business. Notwithstanding the foregoingtime during [one] year immediately preceding Completion supply materials, the term "Competing Business" shall not include components, products, goods or services to any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlGroup Company. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges In this Clause the expression “Termination Date” means the date on which this Agreement shall determine irrespective of the cause or manner (the event of the Executive’s death only excluded). (b) Considering that the Executive has obtained and recognizes thatis likely to obtain in the course of his employment knowledge of trade secrets, during know-how, business information or other confidential information relating to the Employment PeriodCompany or any Associated Company and also to their customers, the Employee Executive agrees that he will be privy bound by the following restrictions in order to safeguard such trade secrets and secrets, know-how, business information or other confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees goodwill of the Company or any subsidiary thereof such Associated Company, in addition to terminate their the restrictions contained in Clauses 19, 20 and 21. (i) he will not, either in contemplation of the termination of his employment with or during the period of six months from the Termination Date, canvass or solicit or endeavour to canvass or solicit away from the Company or any subsidiary thereof Associated Company in the United Kingdom, the custom or business of any person, firm or company carrying on business in the United Kingdom who is or was at any time during the twelve months prior to the Termination Date a client or customer of the Company or of any Associated Company with whom he had business dealings during the course of his employment in that twelve month period or in relation to whose requirements he had knowledge of a material kind; (ii) he will not, during the period of six months from the Termination Date, carry on, set up, engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include or be directly or indirectly interested or concerned in any business or activity that anywhere in the United Kingdom carried on or about to be carried on by any person, firm or company in competition with any business or activity in which the Executive was not conducted by actively involved during the Company course of twelve months immediately prior to the effective date of a Change Termination Date. This is providing that nothing contained in Control. this sub- Clause 24 (b) The Employee understands that (ii) shall prohibit the foregoing restrictions may limit the ability of the Employee to earn a livelihood carrying on of, or being engaged, concerned or interested in, any business not in a business similar to direct or indirect competition with the business of the Company or any Associated Company; (iii) he will not either in contemplation of the termination of his employment or during the period of six months from the Termination Date entice, solicit or endeavour to entice or solicit away any person who is employed or engaged by the Company or any Associated Company either as a director or in a managerial or executive capacity or who is in possession of confidential information belonging to the Company and/or any Associated Company and with whom the Executive had business dealings during the course of his employment in the twelve month period prior to the Termination Date; (iv) he will not either in contemplation of the termination of his employment hereunder or during the period of six months from the Termination Date, interfere or seek to interfere with the supply to the Company or any Associated Company of any goods or services by any supplier who, during the twelve months preceding the Termination Date, supplied goods or services to the Company or such Associated Company, but nevertheless believes that being a supplier of goods or services with whom during the Employee has received and will receive sufficient consideration and other benefits, twelve month period immediately prior to the Termination Date he had dealings of a material kind in his capacity as an employee or director of the Company, nor will he interfere or seek to interfere with the continuance of such supply or the terms on which such supply has during such period as stated above been made. (c) The restrictions set out in sub- Clauses 24 (b) (i), (ii), (iii) and (iv) of sub-clause (b) above shall (without prejudice to their generality) apply to any action taken by the Executive, whether as agent, representative, principal, employee or consultant or as a director or other officer of any company or by any associated company controlled by him or any associate of his. (d) The Executive will, in the event of receiving an offer of employment either during the continuance of this Agreement or during the continuance in force of any of the restrictions set out in this Clause 24, immediately provide to the offeror a copy of this Clause 24 and will inform the Company of the identify of the offeror and as otherwise provided hereunderthe terms of the offer. (e) While the restrictions and Clause 24 of this Agreement are considered by the Executive to be reasonable and necessary in all the circumstances for the protection of the Group’s legitimate interests, to justify it is recognised by the parties that restrictions of the nature in question may fail for technical reasons unforeseen. Accordingly it is agreed that if any of such restrictions which, shall be adjudged to be void as going beyond what is reasonable in any event (given all the education, skills and ability circumstances for the protection of the Employee), interests of the Employee believes Group but would not prevent be valid if part of the Employee from earning a livingwording were deleted and/or the periods (if any) reduced and/or area dealt with reduced in scope the restrictions shall apply with such modifications as may be necessary to make them valid and effective.

Restrictive Covenant. (a) The Employee hereby acknowledges You acknowledge and recognizes that, recognize that during the Employment Period, the Employee Period you will be privy to trade secrets and confidential proprietary information critical to the Company's business of the Companies and the Employee further acknowledges and recognizes that the Company Companies would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees thatyou. Accordingly, in consideration of the benefits agreements of the Company hereunder and the consideration to be received by the Employee you hereunder, the Employee you will not, from and after the date hereof through the Employment Period and until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)Scheduled Termination Date, (i) directly or indirectly engage in, represent in the developmentany way, productionor be connected with, marketing or sale of products that compete any Competing Business (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoneddefined below), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the any manner described in the foregoing clause (i), (iii) induce the Company's suppliers or customers to change or alter in any manner their business dealings with the Company or (iiiiv) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof thereof, or engage in any Competing Business. Notwithstanding ; provided, however, that nothing contained in this Agreement shall prohibit your ownership of not more than an aggregate of 2% of any class or series of securities registered under the foregoingSecurities Exchange Act of 1934, as amended. (b) As used herein, the term "Competing Business" shall not include means any business or activity that was not conducted or engaged in by any of the persons and entities listed in Exhibit A, as supplemented from time to time pursuant to this Section 10(b). Exhibit A shall be supplemented from to time to reflect additional persons and entities agreed upon by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood and you as conducting or being engaged in a business similar or activity that directly competes with the business conducted by any of the Companies within any jurisdiction in which such business is conducted by such Company (other than any such person or entity with respect to whom such competitive activity does not constitute a significant or material portion of the business or activities conducted by such person or entity). In the event you and the Company cannot agree that any such additional person or entity should be added to Exhibit A pursuant to the business preceding sentence, such dispute shall be submitted for resolution in accordance with the Commercial Arbitration Rules (the "Rules") of the CompanyAmerican Arbitration Association (the "Association") by an independent, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of third party arbitrator selected by the Company and as otherwise provided hereunder, to justify such restrictions whichyou (or, in any the event (given of a disagreement, selected from the education, skills and ability panels of arbitrators of the EmployeeAssociation in accordance with the Rules). Any such arbitration shall be held in Dallas, Texas, and the Employee believes would not prevent fees and expenses of the Employee from earning a living.arbitrator and the Association that are

Restrictive Covenant. (a) The Employee hereby acknowledges In this Clause the expression “Termination Date” means the date on which this Agreement shall determine irrespective of the cause or manner (the event of the Executive’s death only excluded). (b) Considering that the Executive has obtained and recognizes thatis likely to obtain in the course of his employment knowledge of trade secrets, during know-how, business information or other confidential information relating to the Employment PeriodCompany or any Associated Company and also to their customers, the Employee Executive agrees that he will be privy bound by the following restrictions in order to safeguard such trade secrets and secrets, know-how, business information or other confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees goodwill of the Company or any subsidiary thereof such Associated Company, in addition to terminate their the restrictions contained in Clauses 19, 20 and 21. (i) he will not, either in contemplation of the termination of his employment with or during the period of 12 months from the Termination Date, canvass or solicit or endeavour to canvass or solicit away from the Company or any subsidiary thereof Associated Company in the United Kingdom, the custom or business of any person, firm or company carrying on business in the United Kingdom who is or was at any time during the twelve months prior to the Termination Date a client or customer of the Company or of any Associated Company with whom he had business dealings during the course of his employment in that twelve month period or in relation to whose requirements he had knowledge of a material kind; (ii) he will not, during the period of 6 months from the Termination Date, carry on, set up, engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include or be directly or indirectly interested or concerned in any business or activity that anywhere in the United Kingdom carried on or about to be carried on by any person, firm or company in competition with any business or activity in which the Executive was not conducted by actively involved during the Company course of twelve months immediately prior to the effective date of a Change Termination Date. This is providing that nothing contained in Control. (bthis sub-Clause 24(b)(ii) The Employee understands that shall prohibit the foregoing restrictions may limit the ability of the Employee to earn a livelihood carrying on of, or being engaged, concerned or interested in, any business not in a business similar to direct or indirect competition with the business of the Company or any Associated Company; (iii) he will not either in contemplation of the termination of his employment or during the period of 6 months from the Termination Date entice, solicit or endeavour to entice or solicit away any person who is employed or engaged by the Company or any Associated Company either as a director or in a managerial or executive capacity or who is in possession of confidential information belonging to the Company and/or any Associated Company and with whom the Executive had business dealings during the course of his employment in the twelve month period prior to the Termination Date; (iv) he will not either in contemplation of the termination of his employment hereunder or during the period of six months from the Termination Date, interfere or seek to interfere with the supply to the Company or any Associated Company of any goods or services by any supplier who, during the twelve months preceding the Termination Date, supplied goods or services to the Company or such Associated Company, but nevertheless believes that being a supplier of goods or services with whom during the Employee has received and will receive sufficient consideration and other benefits, twelve month period immediately prior to the Termination Date he had dealings of a material kind in his capacity as an employee or director of the Company, nor will he interfere or seek to interfere with the continuance of such supply or the terms on which such supply has during such period as stated above been made. (c) The restrictions set out in Clauses 24 (b) (i), (ii), (iii) and (iv) above shall (without prejudice to their generality) apply to any action taken by the Executive, whether as agent, representative, principal, employee or consultant or as a director or other officer of any company or by any associated company controlled by him or any associate of his. (d) The Executive will, in the event of receiving an offer of employment either during the continuance of this Agreement or during the continuance in force of any of the restrictions set out in this Clause 24, immediately provide to the offeror a copy of this Clause 24 and will inform the Company of the identify of the offeror and as otherwise provided hereunderthe terms of the offer. (e) While the restrictions and Clause 24 of this Agreement are considered by the Executive to be reasonable and necessary in all the circumstances for the protection of the Group’s legitimate interests, to justify it is recognised by the parties that restrictions of the nature in question may fail for technical reasons unforeseen. Accordingly it is agreed that if any of such restrictions which, shall be adjudged to be void as going beyond what is reasonable in any event (given all the education, skills and ability circumstances for the protection of the Employee), interests of the Employee believes Group but would not prevent be valid if part of the Employee from earning a livingwording were deleted and/or the periods (if any) reduced and/or area dealt with reduced in scope the restrictions shall apply with such modifications as may be necessary to make them valid and effective.

Restrictive Covenant. 7.1 In the event of the termination of Employee’s employment with the Company at any time, Employee agrees that he will not, for a period of one (a1) The Employee hereby acknowledges year following such termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which business is primarily involved in Internet and recognizes thatsoftware-based document authentication services, or digital image authentication services and related business enterprises or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing during the Employment Periodterm of Employee’s employment with the Company and such development is based on actual or demonstrative anticipated research. Notwithstanding the foregoing, (x) the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this Article VII, and (y) the Employee will shall not be privy required to trade secrets comply with any provision of this Article VII following termination of this Agreement if the amounts required to be paid under Article IX are not timely paid. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in the Internet and confidential proprietary information critical software-based document authentication services and related business enterprises, or digital image authentication services, or any business similar to the Company's business and the Employee further acknowledges and recognizes that in which the Company would find it extremely difficult was engaged, or impossible to replace in the Employee andprocess of developing during Employee’s tenure with the Company and such development is based on actual or demonstrative anticipated research, accordingly, solicit any customer or employee of the Employee agrees thatCompany who was a customer or employee of the Company within one year of the Termination Date. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the benefits to be received employment of Employee by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary free of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products any additional obligations of the Company being developed (so long as such development has not been abandoned)to make additional payment to Employee, marketed or sold at Employee agrees to irrevocably assign to the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officerCompany any and all inventions, directorsoftware, ownermanuscripts, employeedocumentation, partner, affiliate improvements or other participant in intellectual property whether or not protectable by any Competing Businessstate or federal laws relating to the protection of intellectual property, (ii) assist others in engaging in any Competing Business in relating to the manner described in the foregoing clause (i), present or (iii) induce other employees future business of the Company or any subsidiary thereof to terminate their that are developed by Employee during the term of his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in the event employee fails or any subsidiary thereof or engage in any Competing Businessis unable to provide the Company with such signed documents. Notwithstanding the foregoing, the term "Competing Business" shall this provision does not include any business apply to an invention for which no equipment, supplies, facility, or activity that was not conducted by trade secret information of the Company prior to was used and which was developed entirely on Employee’s own time, unless (a) the effective date of a Change in Control. invention relates (bi) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace is relying on his extensive experience, knowledge, ability and contacts in the Employee and, accordingly, the Employee agrees that, Business engaged in consideration of the benefits to be received by the Company in entering into this Agreement. For this reason, Employee hereundercovenants and agrees that during the period of his employment by the Company, the Employee will not, from and after the date hereof until the first anniversary for a period of the termination of the Employment Period (or six months after the termination of the Employment Period if one year immediately following such termination is as a result of a termination for Good Reason following a Change in Control)employment, (iexcept in the event the Company elects to terminate this Agreement or any extension thereof pursuant to the Section 2(b) in which case Section 6(b) shall be in effect) he shall not have any direct or indirect ownership or other financial interest in and will not directly or indirectly engage in, or in the developmentany manner become interested in (as principal, productionagent, marketing or sale of products that compete (orconsultant, upon commercializationadvisor, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate employee or other participant in otherwise) any Competing Business, (ii) assist others in engaging in any Competing business which competes with the Business of the Company in the manner described geographic territory in which the Employee is then operating nor will he solicit business directly or indirectly on behalf of such competing business. In addition, as part of the consideration required of him under this Agreement, Employee shall not, while in the foregoing clause employment of the Company, and for a period of two (i), 2) years thereafter either: (1) hire or (iii) otherwise induce other any employee or employees of the Company or any subsidiary thereof of its subsidiaries, to leave or terminate their such employment, or (2) employ, assist in employing or otherwise associate in business with any such employee of the Company or any of its subsidiaries. Further, as part of the consideration required of him under this Agreement, Employee agrees that he will not at any time, either during his employment with the Company or after cessation thereof divulge to any subsidiary thereof person, firm or engage in company any Competing Business. Notwithstanding information received by him during the foregoing, the term "Competing Business" shall not include any business course of his employment relating to or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to affecting the business of the Company, including, but nevertheless believes not specifically limited to, information relating to any contracts, statistics, methods, costs or revenues, and all of such information shall be kept confidential and not in any way be revealed to anyone without the express written consent of the Company. Employee understands that the breach or the threatened breach of any of the covenants contained herein to which Employee has received agreed will result in irreparable injury to the Company and agrees that the Company may, in addition to its remedies at law in any such event, seek and obtain a court injunction restraining the breach of said covenants or any of them. (b) In the event that the Company elects to terminate this Agreement, or any extension thereof under Section 2(b) hereof, the Company shall have the right to require Employee to abide by the covenant described herein for a period of up to one year immediately following such termination date. In such event, Employee covenants and agrees that for the non-competitive period described above, he shall not have any direct or indirect ownership or other financial interest in and will receive sufficient consideration and other benefitsnot directly or indirectly engage in, or in any manner become interested in (as an principal, agent, consultant, advisor, officer, director, employee or otherwise) any business which competes with the Business of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), geographic territory in which the Employee believes would not prevent the Employee from earning a livingis then operating nor will he solicit business, directly or indirectly on behalf of such competing business.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes --------------------- that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. 10.1 Licensee covenants and agrees that for the term of this Agreement, it shall be obligated promptly and fully to disclose to FXCM in writing to the best of Licensee’s knowledge any new activity related to Foreign Exchange, other Products, commodities, futures, or options-related products currently supplied or likely to be supplied to Licensee’s customers that are of a character that could be supplied by FXCM, and Licensee shall not have the right to take for its own account or benefit or to recommend to others any such particular investment or business opportunity until the earlier of (a) The Employee hereby acknowledges six (6) months after the date of Licensee’s written disclosure to FXCM, unless FXCM has notified Licensee in writing within that period that it intends to pursue such activity; and recognizes that(b) the date on which FXCM has notified Licensee in writing that it has determined not to pursue such activity. 10.2 In light of the unique and valuable services rendered by Licensee to FXCM and Licensee’s knowledge of FXCM’s Confidential Information, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunderservices rendered, the Employee will Licensee hereby covenants that it shall not, from for the duration of this Agreement and after the date hereof until the first anniversary for a period of six (6) months following the termination of this Agreement (the Employment Period (“Restricted Period”), directly or six months after the termination indirectly, in any manner whatsoever, alone or in association with another Person, including, without limitation, as an owner, principal, partner, member, shareholder, independent contractor, consultant, joint venturer, investor, licensor, or in any other capacity engage in any of the Employment Period if such termination is as a result of a termination for Good Reason following a Change activities: (a) Carry on; be engaged in Control), (i) directly or indirectly engage take part in; or render services or advice to; own; share in the developmentearnings of; invest in stocks, productionbonds, marketing or securities of; or otherwise become financially interested in any person engaged in transactions such as Foreign Exchange trading or in any other business undertaken by FXCM or proposed to be undertaken by FXCM, including but not limited to any business involving the offer or sale of foreign currency contracts or other products with customers or otherwise providing any derivatives transaction execution facility or any interbank or electronic or online trading platform or facility without the written consent of FXCM; provided, however, that compete Licensee shall not be prohibited from owning equity investment comprising less than one percent (or, upon commercialization, would compete1%) with products of the Company being developed (so long as issued shares of a publicly traded company engaged in such development has not been abandoned)undertaking; provided, marketed further, that FXCM acknowledges that principals or sold at the time officers of the Employee's termination (Licensee currently own substantial equity interests in FXCM and participate in its governance, and continuation of such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" activities shall not include any business or activity that was not conducted by the Company prior to the effective date be construed as a violation of a Change in Control.this Section 10.2(a); or (b) The Employee understands Solicit or attempt to solicit in any manner, assist any other organization or individual in soliciting, or induce or attempt to induce any clients of FXCM or any person with whom or which FXCM or Licensee, on FXCM’s behalf, interacted or communicated regarding business or professional matters or with respect to whom or which Licensee has been furnished Confidential Information to terminate such Person’s relationship with FXCM. 10.3 Each Party agrees that during the foregoing restrictions may limit term of this Agreement and thereafter such Party shall not engage in any form of conduct or make any statement or representation that disparages, portrays in a negative light, or otherwise impairs the ability reputation, goodwill, or commercial interests of the Employee to earn a livelihood in a business similar to other Party or the business of the Companyother Party’s equity owners, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefitsofficers, as an employee of the Company and as otherwise provided hereunderdirectors, to justify such restrictions whichattorneys, in any event (given the educationagents, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingor employees.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy agrees that -------------------- he has access to trade secrets secret and confidential proprietary information critical of the Company and its subsidiaries and that the following restrictive covenant is necessary to protect the interests and continued success of the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible . Except as otherwise expressly consented to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received writing by the Employee hereunderCompany, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period Employee's employment (for any reason and whether such employment was under this Agreement or six otherwise) and thereafter for twelve (12) months after (the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control"Restricted Period"), (i) the Employee shall not, directly or indirectly engage in the developmentindirectly, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be acting as an employee, owner, shareholder, partner, joint venturer, officer, director, owneragent, employeesalesperson, partnerconsultant, affiliate advisor, investor or principal of any corporation or other participant business entity: (i) engage, in any Competing Businessstate or territory of the United States of America or other country where the Company is actively doing business (determined as of the date the Employee's employment with the Company terminates), in direct or indirect competition with the business conducted by the Company or activities which the Company plans to conduct within one year of termination (determined as of the date the Employee's employment with the Company terminates); (ii) assist others in engaging in request or otherwise attempt to induce or influence, directly or indirectly, any Competing Business in the manner described in the foregoing clause (i)present customer or supplier, or prospective customer or supplier, of the Company, or other persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the material disadvantage of the Company; or (iii) hire or solicit for employment, directly or indirectly, or induce other employees or actively attempt to influence, any Employee of the Company or any subsidiary thereof Affiliate, as such term is defined in the Securities Act of 1933, as amended, to terminate their his or her employment or discontinue such person's consultant, contractor or other business association with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlCompany. (b) The If the Employee understands that violates any of the foregoing restrictions may limit contained in Section 8(a) above, the ability Restrictive Period shall be increased by the period of time from the commencement of any such violation until the time such violation shall be cured by the Employee to earn a livelihood in a business similar to the business satisfaction of the Company, but nevertheless believes that and the Company may withhold any and all payments, except salary, otherwise due and owing to the Employee has received and will receive sufficient consideration and other benefits, as an employee under this Agreement. (c) In the event that either the geographical area or the Restrictive Period set forth in Section 8(a) of the Company and as otherwise provided hereunder, this Agreement is deemed to justify such restrictions which, be unreasonably restrictive in any event (given the education, skills and ability of the Employee)court proceeding, the Employee believes would not court may reduce such geographical area and Restrictive Period to the extent which it deems reasonable under the circumstances. (d) Nothing in this Section 8, whether express or implied, shall prevent the Employee from earning being a livingholder of securities of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended, or any privately held company; provided, however, that during the term of this agreement, and with respect to any company which may be deemed to directly or indirectly compete with the business conducted by the Company or with the activities which the Company plans to conduct, the Employee holds of record and beneficially less than one percent (1%) of the votes eligible to be cast generally by holders of securities of such company for the election of directors. (e) The Employee, as a condition of his continued employment, acknowledges and agrees that he has reviewed and will continue to be bound by all of the provisions set forth in Exhibit A attached hereto, which is incorporated herein by reference and made --------- a part hereof as though fully set forth herein, during the term of this Agreement, and any time hereafter. (f) Employee acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Section 8 by Employee the Company may suffer irreparable harm and therefore, the Company shall be entitled, to the extent permissible by law, immediately to cease to pay or provide the Employee any compensation being, or to be, paid or provided to him pursuant to Sections 3 or 6 of this Agreement, and also to obtain immediate injunctive relief restraining the Employee from conduct in breach or threatened breach of the covenants contained in this Section 8. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee.

Restrictive Covenant. Employee acknowledges and agrees that in consideration of Employee signing this Agreement and agreeing to its provisions, including the provisions set forth in this Section 8, Employer is paying Employee severance benefits upon termination by Employer without Cause pursuant to Section 10B hereof. Employee also acknowledges and agrees that such consideration is (a) The adequate consideration to support the restrictive covenant set forth herein, (b) different from and in addition to any payment or benefits that Employee hereby already was receiving or had any preexisting right to receive, and (c) consideration that Employee would not receive or have any right to receive if Employee were to choose not to sign this Agreement. Employee acknowledges and recognizes thatthat during his employment with Employer, during the Employment Period, the Employee will be privy have extensive access to trade secrets Employer’s Confidential Information and confidential proprietary information critical to the Company's may develop business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as relationships with Employer’s customers. As a result of the extensive access to Confidential Information and the development of business relationships, Employee agrees that during the Term of this Agreement, and for a period of one (1) year from the date of Employee’s termination for Good Reason following a Change in Control)of employment, (i) Employee shall not, without the prior written consent of Employer, directly or indirectly engage indirectly, for himself or on behalf of any other person, entity or vendor: A. Employ, solicit, contact, or communicate with, for the purpose of hiring, employing or engaging, any individual who is an employee, commissioned agent, or independent contractor of Employer, or who has been, within the twelve (12) month period immediately preceding Employee’s termination of employment. B. Compete with Employer by participating in any manner in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products provision of the Company being developed business Employee conducted on behalf of Employer, including, but not limited to, the design, manufacture or marketing of orthopedic products for children, for any entity or company, or establish a financial interest in (so long as an owner, stockholder, partner, lender, or other investor, director, officer, employee, independent contractor, consultant, agent or otherwise) any entity or company, which is in direct or indirect competition with the business interests of Employer with respect to the design, manufacture or marketing of orthopedic products for children, to the extent such development has not been abandoned)entity or company operates within the geographical area: 1. Where Employer (a) conducts its business activity on the date of Employee’s termination, marketed or sold (b) contemplated conducting its business activity at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and 2. Where Employee (a) did business on behalf of Employer at the time of Employee’s termination of employment, or at any time during the twelve (12) month period immediately preceding Employee's ’s termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i)of employment, or (iiib) induce other employees which Employee had access to any Confidential Information regarding. C. Contact, canvas, solicit, or accept business with respect to the sale, design, manufacture or marketing of orthopedic products for children from any Customer or Potential Customer of Employer if such business would be of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that type then being carried on by Employer and which was not conducted performed by the Company prior to the effective date Employee on behalf of a Change in ControlEmployer. D. Induce, cause, advise, or otherwise influence any Customer or Potential Customer of Employer to cease doing business with Employer. The term “Customer” as used herein shall refer to any entity or company: (b1) The who Employer provides services or products to at the time of Employee’s termination of employment or at any time during the twelve (12) month period immediately preceding Employee’s termination of employment; and (2) which Employee understands that did business with on behalf of Employer at the foregoing restrictions may limit time of Employee’s termination of employment or at any time during the ability twelve (12) month period immediately preceding Employee’s termination of the employment, or which Employee had access to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingConfidential Information regarding.

Restrictive Covenant. The Employer and the Employee have jointly reviewed the operations of the Employer and have agreed that the primary service areas of the Employer’s lending and deposit taking functions extends to the areas encompassing the sixty (a60) The Employee hereby acknowledges mile radii from each of the offices of the Employer. Therefore, as an essential ingredient of and recognizes that, during in consideration of this Agreement and the Employment Periodpayment of the amounts described in Sections 4 and 10, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee hereby agrees that, in consideration except with the express prior written consent of the benefits to be received by the Employee hereunderEmployer, the Employee will not, from and after the date hereof until the first anniversary for a period of the termination of the Employment Period two (or six months 2) years after the termination of the Employment Period if such termination is later of Employee’s employment with the Employer or any subsidiaries and affiliates or the end of any consulting arrangement with the Employer or any subsidiaries and affiliates (the “Restrictive Period”), he will not directly or indirectly compete with the business of the Employer, including, but not by way of limitation, by directly or indirectly owning, managing, operating, controlling, financing, or by directly or indirectly serving as an employee, officer or director of, or consultant to, or by soliciting or inducing, or attempting to solicit or induce, any employee or agent of the Employer to terminate employment with the Employer and become employed by any person, firm, partnership, corporation, trust or other entity which owns or operates, a bank, savings and loan association, credit union or similar financial institution (a “Financial Institution”) within the sixty (60) mile radii of each of the Employer’s offices (the “Restrictive Covenant”). If the Employee violates the Restrictive Covenant and the Employer brings legal action for injunctive or other relief, the Employer shall not, as a result of a termination for Good Reason following a Change the time involved in Control)obtaining such relief, (i) be deprived of the benefit of the full period of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the duration specified in this Section computed from the date the relief is granted but reduced by the time between the period when the Restrictive Period began to run and the date of the first violation of the Restrictive Covenant by the Employee. The foregoing Restrictive Covenant shall not prohibit the Employee from owning directly or indirectly engage in capital stock or similar securities which are listed on a securities exchange or quoted on the development, production, marketing or sale National Association of products that compete Securities Dealers Automated Quotation System which do not represent more than one percent (or, upon commercialization, would compete1%) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time outstanding capital stock of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlFinancial Institution. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges expressly covenants and recognizes that, agrees that at no time during the effective time of this Employment PeriodAgreement and for a period of one year after termination of this Employment Agreement will he for himself or on behalf of any other person, partnership, firm, association or corporation in any territory in which the Employee will Company has an active business or has plans, known to Employee, (1) open or operate a business which would be privy to trade secrets and confidential proprietary information critical to a competitor of the Company, (2) act as an employee, agent, advisor or consultant of any then existing competitor of the Company, (3) solicit or accept business from any of the Company's competitors, unless authorized by the Company, (4) divert any business and from the Company by influencing or attempting to influence any present customers or the Company or (5) attempt to attract any supplier away from the Company or use its information regarding the Company's suppliers in any way which would detrimentally affect the Company. Employee further acknowledges covenants and recognizes agrees that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of for one year following the termination of the this Employment Period (or six months after the termination of the Employment Period if Agreement, whether such termination is as a result voluntary or involuntary, he will not for himself or on behalf of a any other person, partnership, firm, association or corporation in any territory in which the Company has actively done business during the 12 months immediately prior to this Employment Agreement's termination for Good Reason following a Change in Control), (i1) directly or indirectly engage in the development, production, marketing solicit or sale of products that compete (or, upon commercialization, would compete) with products accept business from any of the Company being developed (so long as such development has not been abandoned), marketed Company's present customers or sold at customers it serviced in said territory within the time last 12 months of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Businesseffective term of this Employment Agreement, (ii2) assist others in engaging in divert any Competing Business in business from the manner described in the foregoing clause (i), Company by influencing or (iii) induce other employees attempting to influence any present customers of the Company or (3) attempt to attract any subsidiary thereof supplier away from the Company or use its information regarding the Company's suppliers in any way which would detrimentally affect the Company. During the term of this Agreement and for a period of one year thereafter, Employee shall not, directly or indirectly, solicit, induce or encourage any of the Company's employee(s) to terminate their employment with the Company or to accept employment with any subsidiary thereof competitor, supplier or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business customer of the Company, but nevertheless believes nor shall Employee cooperate with any others in doing or attempting to do so. By signing this Employment Agreement, Employee expressly acknowledges that the Employee has received territorial limitations, duration and will receive sufficient consideration scope of this section are fair and other benefits, as an employee reasonable. If this section 6 of the Employment Agreement is found or held to be unreasonable by a court of competent jurisdiction, Employee and the Company expressly agree that the maximum territorial limitations, duration and as otherwise provided hereunder, to justify such restrictions which, in any event (given scope reasonable under the education, skills and ability circumstances shall be substituted for the objectionable provisions. This section shall survive the termination of the Employee)Employment Agreement. Employee further covenants and agrees that during the time of this Employment Agreement and for a period of five years after its termination that he shall not disclose any Confidential Information (as hereinafter defined) and (i) shall not permit any third party access to the Confidential Information, (ii) shall use the Employee believes would same degree of care to protect the Confidential Information as the Company uses to protect its Confidential Information and (iii) shall take any other actions that are reasonable, necessary or appropriate to ensure the continued confidentiality and protection of the Confidential Information. The foregoing confidentiality obligation shall not prevent apply to information that (i) is or becomes part of the Employee from earning public domain other than as a living.result of a breach of this agreement, or (ii) is required to be disclosed by law or regulation or pursuant to an order by any court or tribunal of competent jurisdiction. "Confidential Information" shall be

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee Executive agrees that, (1) for a period of two years following (w) the Company’s termination of Executive’s employment for cause (as defined in consideration Section 7 above) or (x) Executive’s termination of his own employment for any reason whatsoever, or (2) for the benefits earlier of (y) a period of two years following the Company’s termination of Executive’s employment without cause, or (z) so long as the Company shall pay the Severance Pay as set forth in Section 7 above, if any, following the Company’s termination of Executive’s employment without cause (each such period shall hereinafter be referred to be received by the Employee hereunderas, the Employee “Covenant Period”), he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), , (i) directly or indirectly engage own, manage, operate, control, be employed by, participate in, or be connected in any manner whatsoever with the ownership, management, operation or control of any business engaged in the development, production, marketing same or sale of products that compete (or, upon commercialization, would compete) with products of similar business as the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, Company; (ii) assist others in engaging in approach or solicit any Competing Business in person who is employed by the manner described in the foregoing clause (i)Company or any affiliate with a view to hiring such employee, persuading such employee to leave such employment, or (iii) induce other employees actually hire an employee of the Company or an affiliate for any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlother entity. (b) The Employee understands Executive further agrees that he shall not, during the applicable Covenant Period, disparage or act in any manner, directly or indirectly, which may damage the Company or any affiliate. (c) Executive recognizes that certain information of and about the Company is confidential, including but not limited to trade secrets, know-how, and marketing plans. Executive agrees that he will not, at any time, either while employed by Company or after the termination of his employment, reveal such confidential information to any other person, firm or corporation except as required by law. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company and its affiliates under the provisions of this Section 8, and Executive hereby acknowledges and agrees that the foregoing restrictions may limit same are reasonable in time and territory, do not stifle the ability inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the Employee to earn a livelihood in a business similar to the business legitimate interests of the Company, but nevertheless believes that and do not confer a benefit upon the Employee has received and will receive sufficient consideration and other benefitsCompany disproportionate to the detriment to Executive which is caused by the provisions of this Section 8. In the event of a breach or a threatened breach by Executive of this Section 8, as an employee of the Company and its affiliates shall be entitled to an injunction restraining Executive from the commission of such breach. Nothing herein contained shall be construed as otherwise provided hereunderprohibiting the Company and any affiliate from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. These covenants and disclosures shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to justify the enforcement by the Company and affiliates of such restrictions which, in any event (given the education, skills covenants and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingagreements.

Restrictive Covenant. In consideration of the agreements, payments and benefits provided for in this letter, including, but not limited to, the termination benefits set forth in Section 9, you covenant and agree that for a period of two years from the date your employment terminates, you will not, directly or indirectly, either as an executive, partner, owner, lender, director, advisor or consultant or in any other capacity or through any entity: (a) The Employee hereby acknowledges and recognizes thatDirectly or indirectly, during hire or solicit for employment for any other business entity (other than the Employment PeriodCompany) any person who is, or within the Employee will be privy to trade secrets and confidential proprietary information critical six month period preceding the date of such activity was, an employee of or consultant to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is other than as a result of a termination general solicitation for Good Reason following employment); or (b) Solicit any customer or supplier of the Company (including lot developers and land bankers) for a Change production homebuilding business or otherwise attempt to induce any such customer or supplier to discontinue or materially modify its relationship with the Company. (c) Engage in Controlany production homebuilding or home sales within 100 miles of any Company project, provided, that, for purposes of this Section 10(c), you (i) directly or indirectly engage may own stock in the developmentCompany and less than 1% of any other publicly traded homebuilder, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, and (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or may engage in any Competing Businesscustom homebuilding (up to 5 homes annually for third parties and 2 for family members). Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of if your employment is terminated without Cause within two years following a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business Control of the Company, but nevertheless believes the restrictive period relating to clause (c) will be one year. The covenants set forth in this Section 10 shall begin as of the date you accept this letter agreement and will survive your termination of employment. You further agree that the Employee has received period of time in which this Section 10 is in effect shall be extended for a period equal to the duration of any breach by you of this Section 10. By signing below you represent to the Company that you is willing and will receive sufficient consideration able to engage in businesses that are not competing businesses hereunder and that enforcement of the restrictions set forth in this Section 10 would not be unduly burdensome to you. You hereby agrees that the period of time provided for in this Section 10 and other benefitsprovisions and restrictions set forth herein are reasonable and necessary to protect the Company and its successors and assigns in the use and employment of the goodwill of the business conducted by you. You agrees that, as if you in any material respect violates the terms of this Section 10 or Section 11 below, the Company shall not be obliged to pay any remaining payments or benefits specified in Section 9, provided that the Company must first provide you with written notice of such violation and the opportunity to provide within thirty (30) days any information showing that you has not in any material respect breached such letter agreement. During any notice period or any dispute regarding the violation of the terms of this Section 10 or Section 11, the Company will place such payments in an employee interest bearing escrow account. You further agrees that damages cannot adequately compensate the Company in the event of a violation of this Section 10 and that, if such violation should occur, injunctive relief shall be essential for the protection of the Company and as otherwise provided hereunderits successors and assigns. Accordingly, to justify such restrictions whichyou hereby covenant and agree that, in the event any event (given the education, skills and ability of the Employee)provisions of this Section 10 shall be violated or breached, the Employee believes would Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. An injunction by the Company shall not prevent be considered an election of remedies or a waiver of any right to assert any other remedies which the Employee Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from earning a livingforbearance or failure by the Company to take action thereof. The prevailing party in any litigation, arbitration or similar dispute resolution proceeding to enforce this provision will recover any and all reasonable costs and expenses, including attorneys’ fees.

Restrictive Covenant. (a) The Notwithstanding the terms of a restrictive covenant set forth in the Shareholder's Agreement, Employee hereby acknowledges and recognizes that, agrees only that during the Employment Periodterm of this Agreement and thereafter for the period of time set forth in subparagraph (c) below, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary directly or indirectly, for himself, or as agent, or in behalf of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control)conjunction with any other person, firm, partnership, corporation or other entity: (i) directly or indirectly engage in the provide any Unix-related computer consulting, software development, productionconsultant placement or full-time placement to any company or entity for whom the company performed services within twelve months' prior to termination, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called made a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, proposal within six months' prior to termination. (ii) assist others in engaging in Request or advise any Competing Business in of the manner described in the foregoing clause (i), customers or (iii) induce other employees of the Company to withdraw or cancel any subsidiary thereof of their business or cause anyone else to terminate their employment with do so; or induce or entice any employee and/or independent contractor of the Company to leave such employment or any subsidiary thereof position, or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior cause anyone else to the effective date of a Change in Control.do so; (b) The Employee understands parties hereto recognize and agree that in the event of the breach of any provision of this covenant, there is not a remedy at law adequate to protect the rights and interest of the Company set forth herein, and the parties therefore agree that the foregoing restrictions may limit Company shall have the ability of right to an injunction enjoining the Employee from violating the provision of this Section. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from the Employee. In the event that any restriction contained in this covenant is deemed by any court to earn a livelihood be void because it is for an excessive period of time or restricts the Employee from engaging in a business similar competing with the Company in an excessive geographical area, it is agreed by the parties that said court shall have the right to decrease the business time period or geographical area covered by such restriction to a time period and/or geographical area which is not excessive. (c) In the event employee resigns or is terminated between October 19, 1992 and April 18, 1994, the term of this restrictive covenant shall be twelve months. In the event this Agreement expires or Employee resigns or is terminated at any time thereafter, the term of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingrestrictive covenant shall be six months.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee Executive agrees that, (1) for a period of two years following (w) the Company’s termination of Executive’s employment for cause (as defined in consideration Section 8 above) or (x) Executive’s termination of his own employment for any reason whatsoever, or (2) for the benefits earlier of (y) a period of two years following the Company’s termination of Executive’s employment without cause, or (z) so long as the Company shall pay the Severance Pay as set forth in Section 8 above, if any, following the Company’s termination of Executive’s employment without cause (each such period shall hereinafter be referred to be received by the Employee hereunderas, the Employee “Covenant Period”), he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), : (i) directly or indirectly engage own, manage, operate, control, be employed by, participate in, or be connected in any manner whatsoever with the ownership, management, operation or control of any business engaged in the development, production, marketing same or sale of products that compete (or, upon commercialization, would compete) with products of similar business as the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, Company; (ii) assist others in engaging in approach or solicit any Competing Business in person who is employed by the manner described in the foregoing clause (i)Company or any affiliate with a view to hiring such employee, persuading such employee to leave such employment, or (iii) induce other employees actually hire an employee of the Company or an affiliate for any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlother entity. (b) The Employee understands Executive further agrees that he shall not, during the applicable Covenant Period, disparage or act in any manner, directly or indirectly, which may damage the Company or any affiliate. (c) Executive recognizes that certain information of and about the Company is confidential, including but not limited to trade secrets, know-how, and marketing plans. Executive agrees that he will not, at any time, either while employed by Company or after the termination of his employment, reveal such confidential information to any other person, firm or corporation except as required by law. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company and its affiliates under the provisions of this Section 9, and Executive hereby acknowledges and agrees that the foregoing restrictions may limit same are reasonable in time and territory, do not stifle the ability inherent skill and experience of Executive, would not operate as a bar to Executive’s sole means of support, are fully required to protect the Employee to earn a livelihood in a business similar to the business legitimate interests of the Company, but nevertheless believes that and do not confer a benefit upon the Employee has received and will receive sufficient consideration and other benefitsCompany disproportionate to the detriment to Executive which is caused by the provisions of this Section 9. In the event of a breach or a threatened breach by Executive of this Section 9, as an employee of the Company and its affiliates shall be entitled to an injunction restraining Executive from the commission of such breach. Nothing herein contained shall be construed as otherwise provided hereunderprohibiting the Company and any affiliate from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of money damages. These covenants and disclosures shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to justify the enforcement by the Company and affiliates of such restrictions which, in any event (given the education, skills covenants and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingagreements.

Restrictive Covenant. 15.1 The Employee acknowledges that: (a) The through the course of Employment with the Company, the Employee hereby acknowledges has and recognizes thatwill: (i) become possessed of Confidential Information the disclosure or use of which could materially harm the Group and that clause 13 of this Agreement does or may not sufficiently protect the Group’s interests in this regard; (ii) be provided with access to and contact with customers of the Group such that the Employee may be in a position to gain special knowledge of such customers and influence or control their custom after termination of the Employee’s employment with the Company; and (iii) be in a position to detrimentally impact the Group’s interest in maintaining staff stability; (b) the Employee has been afforded the opportunity to obtain legal advice in relation to this Agreement, during including without limitation the Employment restraints contained in this clause 15; (c) the Employee’s remuneration has been calculated taking into account the Employee’s obligations under this clause 15 and as such part of that remuneration is paid in consideration for the Employee’s compliance with this clause 15. 15.2 During the Restraint Period, the Employee will must not, in any capacity including on the Employee’s own account or for or on behalf of any person or entity or in any other way or by any other means: (a) in the Restraint Area, participate in, promote, carry on, assist or otherwise be privy directly or indirectly concerned with or involved in, financially or otherwise (whether as a member, shareholder, unit-holder, director, consultant, advisor, contractor, principal, agent, manager, employee, beneficiary, partner, associate, trustee, financier or in any other capacity) any business, activity, or operation that is the same as, substantially similar to, or competitive with, the Business or any material part of it; (b) canvass or solicit any Customer to trade secrets and confidential proprietary information critical provide custom to anyone other than the Group, provide services the same or similar to those provided by the Group to any Customer, or endeavour to do any of those things; (c) canvass, solicit, encourage, or induce, or endeavour to canvas, solicit, encourage or induce any Key Person to leave that office, employment, agency or association or to enter into employment or any other association with any other person, firm or company; (d) otherwise interfere to the detriment of the Group with its business or the relationship between the Group and any Customer or Key Person. 15.3 For the purposes of this clause: (a) the Restraint Period is each of the following periods after the Termination Date separately: (i) 24 months; (ii) 18 months; (iii) 15 months; (iv) 12 months; (v) 9 months; (vi) 6 months; (vii) 3 months. (b) the Restraint Area is each of the following areas separately; (i) Australia, Europe, North America, South America, Asia, India; (ii) Australia, Europe, North America; (iii) Australia; (iv) Victoria; (v) Melbourne; (vi) within 15 kilometres of the Company's ’s premises at which the Employee was principally based. 15.4 Each covenant in clauses 15.2 and 15.3 is a separate and independent covenant by the Employee. Each covenant may be combined and each combination is a separate covenant and restriction, although they are cumulative in effect. 15.5 For the avoidance of any doubt, if any of the separate and independent covenants or restrictions set out in this clause is or becomes invalid or unenforceable for any reason: (a) clause 18.3 applies; and (b) without limiting clause 15.5(a), if the covenant or restriction in question would be valid or enforceable if any activity was deleted or the Restraint Period or Restraint Area was reduced, then that provision must be read down by deleting that activity, or reducing the Restraint Period or Restraint Area, to the minimum extent necessary to achieve that result. 15.6 The Employee acknowledges that each of the restrictions imposed by this clause: (a) is reasonable in its extent (as to duration and restrained conduct) having regard to the interests of each party to these terms; (b) extends no further, in any respect, than is reasonably necessary for the maintenance and protection of the business of the Group and its goodwill; and (c) do not unreasonably restrict the Employee’s right to carry on the Employee’s profession or trade. 15.7 Nothing in this clause precludes the Employee from owning marketable securities of a corporation or trust which are listed on a recognised stock exchange in Australia or elsewhere provided that the Employee holds not more than 5% of the total marketable securities of the corporation or trust. 15.8 The Employee acknowledges that damages may be inadequate compensation for breach of the obligations contained in this clause and the Employee further acknowledges Company may, for itself and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration on behalf of the benefits Group, seek to be received restrain, by an injunction or similar remedy, any conduct or threatened conduct by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary which is a breach or may constitute a breach of this clause. Employment Agreement 15.9 The Employee’s obligations under this clause 15 survive the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Controlreason. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The In consideration of Employee's employment and as an inducement for Company to enter the Master Agreement, Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical agrees to the Company's business and following: A. For a period of three years from the Employee further acknowledges and recognizes that date of this Agreement (the Company would find it extremely difficult or impossible to replace the Employee and"Restriction Period"), accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after directly or indirectly, either as an employee, partner, owner, director, adviser or consultant or in any other capacity: (1) engage in the homebuilding, home sales, land banking, or land development businesses within 100 miles of the Las Vegas metropolitan area (a "Competing Business"); (2) recruit, hire or solicit any person who is, or within the six month period preceding the date hereof until the first anniversary of such activity was, an employee of the termination of the Employment Period Company or Parent (or six months after the termination of the Employment Period if such termination is other than as a result of a termination general solicitation for Good Reason following a Change in Controlemployment), ; or (i3) directly solicit any customer or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees supplier of the Company or Parent for a Competing Business or otherwise attempt to induce any subsidiary thereof such customer or supplier to terminate their employment discontinue its relationship with the Company or any subsidiary thereof or Parent. B. Employee represents to the Company that he is willing and able to engage in any businesses that are not Competing BusinessBusinesses hereunder and that enforcement of the restrictions set forth in this Section 8 would not be unduly burdensome to Employee. Notwithstanding Employee hereby agrees that the foregoing, period of time provided for in this Section 8 and other provisions and restrictions set forth herein are reasonable and necessary to protect the term "Competing Business" shall not include any Company and its successors and assigns in the use and employment of the goodwill of the business or activity that was not conducted by Employee. Employee further agrees that damages cannot compensate the Company prior to in the effective date event of a Change in Control. (b) The Employee understands that violation of this Section 8 and that, if such violation should occur, injunctive relief shall be essential for the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee protection of the Company and as otherwise provided hereunderits successors and assigns. Accordingly, to justify such restrictions whichEmployee hereby covenants and agrees that, in the event any event (given the education, skills and ability of the Employee)provisions of this Section 8 shall be violated or breached, the Company shall be entitled to obtain injunctive relief against the party or parties violating such covenants, without bond but upon due notice, in addition to such further or other relief as may be available at equity or law. Obtainment of such an injunction by the Company shall not be considered an election of remedies or a waiver of any right to assert any other remedies which the Company has at law or in equity. No waiver of any breach or violation hereof shall be implied from forbearance or failure by the Company to take action thereof. C. Employee believes would not prevent hereby agrees that the Employee from earning period of time in which this Section 8 is in effect shall be extended for a livingperiod equal to the duration of any breach of this Section 8 by Employee.

Restrictive Covenant. As conditions of his employment and in consideration of his employment, Executive covenants and agrees as follows: (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to his employment with the Company's business , and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee andfor a period of 12 months 5 thereafter, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee he will not, from and after without the date hereof until the first anniversary prior written consent of the termination Board of Directors of the Employment Period Company, directly or indirectly, as a stockholder (except as a stockholder owning beneficially or six months after the termination of record less than 5% of the Employment Period if such termination is as a result outstanding shares of a termination for Good Reason following a Change in Controlany class of publicly traded stock of any issuer), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate joint venturer, proprietor or otherwise, engage in, become interested in, consult with, lend to or borrow from, advise or negotiate for or on behalf of, any business which is competitive with any business in which the Company is engaged during the one year period immediately preceding the termination of Executive's employment with the Company and which is conducting such competitive business in the United States or any other participant jurisdiction in any Competing Businesswhich the Company is doing business during the one year period immediately preceding the termination of Executive's employment with the Company (a "Competitive Company"); provided, however, that notwithstanding the foregoing, but subject to the other provisions of this Section 8, the Executive shall be permitted to become an employee of a Competitive Company if: (i) the Competitive Company's competitive line of business does not constitute a principal business activity of such company; (ii) assist others in engaging Executive's activities with respect to the Competitive Company are unrelated in any Competing Business in material respect to the manner described in competitive business during the foregoing clause (ieffective period of this Section 8(a), or ; (iii) induce the Executive provides the Company reasonable evidence of his compliance with this Section 8(a) and Section 8(d) below; and (iv) the Competitive Company acknowledges to the Company in writing that it will not take any action the effect of which would be to cause or otherwise allow the Executive to violate his obligations under this Section 8. (b) during his employment with the Company, and for a period of 12 months thereafter, he will not solicit (or employ or cause to be employed other than by the Company) other employees of the Company or any affiliate or subsidiary thereof of the Company, directly or indirectly, for the purpose of enticing them to terminate leave their employment with the Company or any affiliate or subsidiary thereof or engage of the Company; (c) during his employment with the Company, and for a period of 12 months thereafter, he will not attempt in any Competing Business. Notwithstanding manner to solicit from any client of the foregoing, Company at any time during the term "Competing Business" shall not include Employment Period any business or activity that was not conducted of the type performed by the Company prior or to persuade any such client to cease doing business, or to reduce the amount of business which such client has customarily done or contemplates doing, with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through his efforts; (d) during his employment with the Company, and for a period of 12 months thereafter, he will make full and complete disclosure of the existence of this Agreement and the content of this Section 8 to all prospective employers with whom he may discuss possible employment; (e) he will refrain from any disparagement, whether direct or indirect, through innuendo or otherwise, of the Company or any of its employees, agents, officers, directors, shareholders or affiliates, it being acknowledged that this provision shall not be deemed to limit the expression by the Executive of his honest and fair opinion given to the effective date Company's directors, officers, or employees in the course of a Change in Control.the performance of Executive's employment; (bf) The Employee understands that during his employment with the foregoing restrictions may limit Company, he will not, without the ability prior written consent in each case of the Employee President and Chief Executive Officer or Board of Directors of the Company: (i) participate actively in any other business interests or investments which would conflict with his responsibilities under this Agreement or (ii) borrow money from, or lend to, customers (except those commercial institutions whose business it is to earn a livelihood in a business similar to lend money) or individuals or firms from which the business Company, or any affiliate or subsidiary of the Company, but nevertheless believes that buys services, materials, equipment or supplies, or with whom the Employee has received Company, or any affiliate or subsidiary of the Company, does business; (g) that, during his employment with the Company, he will not, without the prior written consent in each case of the President and Chief Executive Officer or Board of Directors of the Company: (i) exchange goods, products or services of the Company in return for goods, products or services of any individual or firm or (ii) accept gifts or favors from any outside organization or agency 6 which, individually or collectively, may cause undue influence in his selection of goods, products or services for the Company; (h) that, after the termination of his employment with the Company, he will receive sufficient consideration and other benefitsnot secure, as an or attempt to secure, from any employee or former employee of the Company or any affiliate or subsidiary of the Company, any information relating to the Company or any affiliate or subsidiary of the Company or its business operations; and (i) that, he will promptly and as otherwise provided voluntarily advise the President and Chief Executive Officer or Board of Directors of the Company of any activities which might result in a conflict of interest with his duties to the Company hereunder. Executive represents and warrants to the Company that, notwithstanding the operation of the covenants contained in this Section 8, upon the termination of his employment hereunder, Executive will be able to justify such restrictions which, in any event (given obtain employment for the education, skills and ability purpose of the Employee), the Employee believes would not prevent the Employee from earning a livinglivelihood.

Restrictive Covenant. (a) The Employee hereby Executive acknowledges that the services he is to render are of a special and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical unusual character with a unique value to the Company's , the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by or disclosed to Executive, as hereinabove set forth, and as a material inducement to the Company to enter into this Agreement and to pay to herein as well as any additional benefits stated herein, Executive covenants and agrees as follows: For the period commencing with the date of the Agreement and ending twenty four (24) months following the termination of this Agreement (“Restricted Period”), for whatever reason, the Executive agrees that he will not directly or indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business and entity, engage in any business activity which shall be in direct competition to any material business of the Employee further acknowledges and recognizes Company. For purposes hereof, a business will be deemed, until proven otherwise, to be in direct competition if it involves any business that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold conducting at the time of Executive’s separation including, but not limited to, medical and pharmaceutical waste management, unused ultimate user medication management and disposal, route-based medical waste pick-up, and single use device recycling. Executive agrees further that, for a period commencing with the Employee's date of this Agreement and ending twenty four (24) months following termination (such business of this Agreement, for whatever reason, Executive shall not, directly or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officerindirectly, directormake known to any person, ownerfirm or corporation, employeethe names and addresses of any clients, partnercustomers, affiliate employees or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees independent contractors of the Company or any subsidiary thereof other information pertaining to terminate their employment with the Company them nor call on, solicit, take away, contract with, employ or hire or attempt to call on, solicit, take away, contract with, employ or hire any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee clients, customers, employees or independent contractors of the Company, including, but not limited to, those upon whom the Executive called upon or with whom he became acquainted during the performance of the services pursuant to earn a livelihood this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section 1.7 shall prohibit the Executive from purchasing and holding as an investment not more than 5% of any class of the issued and outstanding and publicly traded capital stock of any such corporation which conducts a business similar to in competition with the business of the Company, but nevertheless believes that . Should the Employee has received and will receive sufficient consideration and other benefits, as an employee foregoing covenant not to compete be held invalid or unenforceable because of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability scope of the Employee)actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction, the Employee believes would not prevent parties agree that and hereby authorize such court to define the Employee from earning a livingmaximum actions subject to and restricted by this Section 1.7 and the period of time during which such agreement is enforceable. The provisions of this Section 1.7 shall be applicable for the period indicated, regardless of termination of this Agreement for any reason prior to expiration of such period.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during 7.1 In the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary event of the termination of employment with the Employment Period Company for any reason, Employee agrees that she will not, for a period of one (1) year following such termination, directly or six months after the termination of the Employment Period if such termination is indirectly, enter into or become associated with or engage in any other business (whether as a result of a termination for Good Reason following a Change in Control)partner, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownershareholder, employee, partnerconsultant, affiliate or other participant otherwise), which is involved in any Competing Businessthe business of providing (i) temporary and/or permanent staffing of governmental employees, and (ii) assist others in engaging in any Competing Business in medical and office administration/technical professionals through Federal Supply Schedule (“FSS”) contracts with both the manner described in the foregoing clause United States General Services Administration (i“GSA”), United States Department of Veterans Affairs (“DVA”), United States Department of Defense (“DOD”) or other federal, state and local entities, or (iii) induce other employees of is otherwise engaged in the same or similar business as the Company or any subsidiary thereof to terminate their employment in direct competition with the Company, or which the Company or any subsidiary thereof or engage was in any Competing Businessthe process of developing, during the tenure of Employee’s employment by the Company. Notwithstanding the foregoing, the term "Competing Business" ownership by Employee of less than five percent of the shares of any publicly held corporation shall not include violate the provisions of this Article VII. In furtherance of, and in addition to, the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any temporary or permanent employee placement, governmental staffing or any other business or activity that was not conducted by of the Company prior and its subsidiaries, including information relating to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability any customer of the Employee to earn a livelihood in a Company or pool of temporary employees, or any other nonpublic business information, or any business similar to the business in which the Company was engaged, or in the process of developing during Employee’s tenure with the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an solicit any customer or employee of the Company and as otherwise provided hereunderwho was a customer or employee of the Company during the tenure of her employment. 7.2 If any court shall hold that the duration of non-competition or any other restriction contained in this Article VII is unenforceable, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during 7.1 In the Employment Period, event of the Employee will be privy to trade secrets and confidential proprietary information critical voluntary termination of employment with the Company prior to the Company's business and expiration of the Employee further acknowledges and recognizes that term hereof, or Employee’s discharge in accordance with Article IX, or the Company would find it extremely difficult or impossible to replace expiration of the Employee andterm hereof without renewal, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee that he will not, from and after the date hereof until the first anniversary for a period of the termination of the Employment Period one (1) year following such termination, directly or six months after the termination of the Employment Period if such termination is indirectly, enter into or become associated with or engage in any other business (whether as a result of a termination for Good Reason following a Change in Control)partner, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownershareholder, employee, partnerconsultant, affiliate or other participant in any Competing Businessotherwise), (ii) assist others in engaging in any Competing Business which business is primarily involved in the manner described manufacture, development and/or distribution of computers and/or document imaging systems, or digital image authentication or is otherwise engaged in the foregoing clause (i)same or similar business as the Company in direct competition with the Company, or (iii) induce other employees of which the Company or any subsidiary thereof to terminate their was in the process of developing, during the tenure of Employee’s employment with by the Company or any subsidiary thereof or engage in any Competing BusinessCompany. Notwithstanding the foregoing, the term "Competing Business" ownership by Employee of less than five percent of the shares of any publicly held corporation shall not include violate the provisions of this Article VII. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in the manufacture, development and/or distribution of computers and/or document imaging systems, or activity that digital image authentication services, or any business similar to the business in which the Company was not conducted engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of his employment. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the employment of Employee by the Company, and free of any additional obligations of the Company to make additional payment to Employee, Employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not protectible by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Employee prior to the effective date termination of a Change in Control. (b) The his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee understands agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the foregoing restrictions may limit the ability sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to earn a livelihood execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in a business similar the event employee fails or is unable to provide the Company with such signed documents. Notwithstanding the foregoing, this provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The In the event of termination of Employee’s employment other than Involuntary Termination, Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will shall not, for a period of 6 months from and after the date hereof until of termination (the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control“non-compete period”), (i) be employed or act in any capacity, either directly or indirectly engage indirectly, or by or for himself or for any partnership, corporation, trust, or company, “Participate” (as defined below) in the developmentany banking, production, marketing lending or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development financial services business in any county in Washington in which Timberland Bank has not been abandoned), marketed offices or sold conducts its business at the time of termination of employment. For purposes of this Agreement, the Employee's termination (such business term “participate” includes, without limitation, any direct or activity being hereinafter called a "Competing Business") indirect interest in any business, whether such engagement shall be as an employee, officer, director, partner, consultant, sole proprietor, stockholder, owner, employee, partner, affiliate or other participant in any Competing Business, otherwise. “Participate” as used herein does not include ownership of less than one percent (ii1%) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date stock of a Change in Controlpublicly held corporation whose stock is traded on a national securities exchange or on the over-the-counter market. (b) The In addition Employee understands agrees that for the non-compete period he will not (a) induce or attempt to induce any other employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee of the Company or (b) solicit or contact any customer of Timberland Bank on behalf of another bank, lender or financial services entity or (c) induce or attempt to induce any customer, supplier, licensee, or other business relations of the Company to cease doing business with the Company. (c) Employee agrees that in the event of violation by Employee of this covenant not to compete, then all payments and benefits, if any, to Employee shall immediately cease. Employee acknowledges that obligations under this Agreement are important to the Company, and that the foregoing restrictions may limit Company would not employ or continue to employ him without agreement to such obligations. Employee also acknowledges that if he does not abide by the ability obligations in this Agreement, the Company will suffer immediate and irreparable harm, and that the damage to the Company will be difficult to measure and financial relief will be incomplete. Accordingly, the Company will be Timberland Employment Agreement - 13 entitled to injunctive relief and other equitable remedies in the event of a breach of any obligation under this Agreement. The rights and remedies of the Company under this section are in addition to all other remedies. The parties agree that if a trial judge with jurisdictions or a dispute related to this Agreement should determine that any portion of the restrictive covenants set forth in this section is unreasonably broad, that the parties authorize said trial judge to narrow same so as to make it reasonable, given all relevant circumstances, and to enforce same. (d) It is agreed between the parties that this Agreement in its entirety, and in particular the restraints imposed herein upon Employee, are reasonable both as to time and as to area. The parties additionally agree (i) that the restraints imposed herein upon Employee are necessary for the protection of the business and goodwill of the Company, (ii) that the restraints imposed herein upon Employee are not any greater than are reasonably necessary to earn a livelihood in a business similar to secure the business of the Company, but nevertheless believes Company and the goodwill thereof; and (iii) that the degree of injury to the public due to the loss of the service and skill of Employee has received upon enforcement of said restraints does not and will receive sufficient consideration and other benefits, as an employee not warrant nonenforcement of said restraints. (e) This section shall survive the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability termination of the Employee), the Employee believes would not prevent the Employee from earning a livingthis Agreement.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that6.1 During the term hereof, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee that he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) not directly or indirectly enter into or become associated with or engage in the developmentany other business (whether as a partner, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownershareholder, employee, partnerconsultant, affiliate or other participant in any Competing Business, (iiotherwise) assist others in engaging in any Competing Business which is involved in the manner described business of providing Internet based authentication services, or is otherwise engaged in the foregoing clause (i)same or similar business as the Company shall be engaged and is in direct competition with the Company, or (iii) induce other employees of which the Company or any subsidiary thereof to terminate their is in the process of developing, during the tenure of Employee’s employment with by the Company or any subsidiary thereof or engage in any Competing BusinessCompany. Notwithstanding the foregoing, the term "Competing Business" ownership by Employee of less than five percent of the shares of any publicly held corporation shall not include violate the provisions of this Article VI. 6.2 In furtherance of the foregoing, Employee shall not during a period of one year following termination of employment, directly or indirectly, in connection with any business similar to the business in which the Company was engaged, or activity that in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was not conducted a customer or employee of the Company during the tenure of his employment. 6.3 Except as otherwise may be agreed by the Company in writing, in consideration of the employment of Employee by the Company, and free of any additional obligations of the Company to make additional payment to Employee, Employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not protectible by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Employee prior to the effective date termination of a Change in Control. (b) The his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee understands agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the foregoing restrictions may limit the ability sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to earn a livelihood execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in a business similar the event employee fails or is unable to provide the Company with such signed documents. This provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 6.4 Employee agrees to indemnify and hold harmless the Company, against any claim, suit or proceeding brought against the Company based on a claim that the employment of Employee has received and will receive sufficient consideration and other benefits, as an employee by the Company is in violation of any restrictive covenant contained in any agreement between (1) the Company and as otherwise provided hereunderEmployee’s former employer or (2) Employee and his former employer. 6.5 If any court shall hold that the duration of non-competition or any other restriction contained in this Article is unenforceable, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The In the event of termination of Employee’s employment other than Involuntary Termination, Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will shall not, for a period of 6 months from and after the date hereof until of termination (the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control“non-compete period”), (i) be employed or act in any capacity, either directly or indirectly engage indirectly, or by or for himself or for any partnership, corporation, trust, or company, “Participate” (as defined below) in the developmentany banking, production, marketing lending or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development financial services business in any county in Washington in which Timberland Bank has not been abandoned), marketed offices or sold conducts its business at the time of termination of employment. For purposes of this Agreement, the Employee's termination (such business term “participate” includes, without limitation, any direct or activity being hereinafter called a "Competing Business") indirect interest in any business, whether such engagement shall be as an employee, officer, director, partner, consultant, sole proprietor, stockholder, owner, employee, partner, affiliate or other participant in any Competing Business, otherwise. “Participate” as used herein does not include ownership of less than one percent (ii1%) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date stock of a Change in Controlpublicly held corporation whose stock is traded on a national securities exchange or on the over-the-counter market. (b) The In addition Employee understands agrees that for the non-compete period he will not (a) induce or attempt to induce any other employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company and any other employee of the Company or (b) solicit or contact any customer of Timberland Bank on behalf of another bank, lender or financial services entity or (c) induce or attempt to induce any customer, supplier, licensee, or other business relations of the Company to cease doing business with the Company. (c) Employee agrees that in the event of violation by Employee of this covenant not to compete, then all payments and benefits, if any, to Employee shall immediately cease. Employee acknowledges that obligations under this Agreement are important to the Company, and that the foregoing restrictions may limit Company would not employ or continue to employ him without agreement to such obligations. Employee also acknowledges that if he does not abide by the ability obligations in this Agreement, the Company will suffer immediate and irreparable harm, and that the damage to the Company will be difficult to measure and financial relief will be incomplete. Accordingly, the Company will be Timberland Employment Agreement - 13 entitled to injunctive relief and other equitable remedies in the event of a breach of any obligation under this Agreement. The rights and remedies of the Company under this section are in addition to all other remedies. The parties agree that if a trial judge with jurisdictions or a dispute related to this Agreement should determine that any portion of the restrictive covenants set forth in this section is unreasonably broad, that the parties authorize said trial judge to narrow same so as to make it reasonable, given all relevant circumstances, and to enforce same. (d) It is agreed between the parties that this Agreement in its entirety, and in particular the restraints imposed herein upon Employee, are reasonable both as to time and as to area. The parties additionally agree (i) that the restraints imposed herein upon Employee are necessary for the protection of the business and goodwill of the Company, (ii) that the restraints imposed herein upon Employee are not any greater than are reasonably necessary to earn a livelihood in a business similar to secure the business of the Company, but nevertheless believes Company and the goodwill thereof; and (iii) that the degree of injury to the public due to the loss of the service and skill of Employee has received upon enforcement of said restraints does not and will receive sufficient consideration and other benefits, as an employee not warrant nonenforcement of said restraints. (e) This section shall survive the Company and as otherwise provided hereunder, to justify such restrictions which, in any event termination of this Agreement. (given the education, skills and ability of the Employee)f) By signing this Agreement, the Employee believes would not prevent acknowledges and agrees that the noncompetition provisions in this Section 21 have been communicated and disclosed to the Employee from earning a living.in compliance with Xxxxxxxxxx XX 1450. Timberland Employment Agreement - 14

Restrictive Covenant. (a) The For purposes of this Agreement, "Competing Business" is defined as Gilbarco, Xxxxx, Schlumberge, Xxxxxxx, and Tatsuno, and their respective affiliates and subsidiaries, both domestic and international, and any other company engaged in the petroleum dispensing manufacturing business or point of sale equipment business related to petroleum dispensing. 9.1 Employee hereby acknowledges covenants and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration for the greater of 18 months after termination of this Agreement, or such time as Employee is receiving any severance pay from Company (the benefits to be received by the "Restricted Period"), Employee hereunder, the Employee will shall not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage own, manage, operate, control, be controlled by, participate in, be employed by, or be connected in any manner with the developmentownership, productionmanagement, marketing operation, or sale control of products any Competing Business. Employee further covenants and agrees that compete (orhe shall not during the Restricted Period contact or attempt to contact, upon commercializationeither directly or indirectly, would compete) with products any customers of the Company being developed (so long as such development has not been abandoned), marketed or sold they may exist at the time of the termination of Employee's termination (employment for the purpose of soliciting such customer's business for or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees on behalf of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding Employee specifically acknowledges and agrees that Company's business is international in scope and that the foregoingrestriction as contained in this section is intended to cover activity by Employee both domestically and internationally. Employee further stipulates, covenants, and agrees that a reasonable geographic restriction, as that term is used and defined by Indiana law, on Employee's activities under this Section is the entire world. 9.2 In the event of Employee's actual or threatened breach of the provisions of this Section, Company shall be entitled to obtain an injunction enjoining Employee from committing such actual or threatened breach. In the event Company obtains an injunction enjoining Employee from violating this provision, Company shall be entitled to recover all costs incurred in connection with the injunction, including reasonable attorneys' fees. Company shall also be permitted to pursue any other available remedies available for such breach, including the recovery of damages and reasonable costs and attorneys' fees from Employee. 9.3 If a court of competent jurisdiction or any arbitrator determines that any provision or restriction in this Section is unreasonable or unenforceable, the term "Competing Business" court or arbitrator shall not include any business modify such restriction or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands provision so that the foregoing restrictions may limit the ability agreement then becomes an enforceable restriction of the Employee to earn a livelihood in a business similar to the business activities of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during 7.1 In the Employment Period, event of the Employee will be privy to trade secrets and confidential proprietary information critical voluntary termination of employment with the Company prior to the Company's business and expiration of the Employee further acknowledges and recognizes that term hereof, or Employee’s discharge in accordance with Article IX, or the Company would find it extremely difficult or impossible to replace expiration of the Employee andterm hereof without renewal, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee that he will not, from and after the date hereof until the first anniversary for a period of the termination of the Employment Period one (1) year following such termination, directly or six months after the termination of the Employment Period if such termination is indirectly, enter into or become associated with or engage in any other business (whether as a result of a termination for Good Reason following a Change in Control)partner, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownershareholder, employee, partnerconsultant, affiliate or other participant in any Competing Businessotherwise), (ii) assist others in engaging in any Competing Business which business is primarily involved in the manner described manufacture, development and/or distribution of computers and/or document imaging systems, or digital image authentication or is otherwise engaged in the foregoing clause (i)same or similar business as the Company in direct competition with the Company, or (iii) induce other employees of which the Company or any subsidiary thereof to terminate their was in the process of developing, during the tenure of Employee’s employment with by the Company or any subsidiary thereof or engage in any Competing BusinessCompany. Notwithstanding the foregoing, the term "Competing Business" ownership by Employee of less than five percent of the shares of any publicly held corporation shall not include violate the provisions of this Article VII. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in the manufacture, development and/or distribution of computers and/or document imaging systems, or activity that digital image authentication services, or any business similar to the business in which the Company was not conducted engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of his employment. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the employment of Employee by the Company, and free of any additional obligations of the Company to make additional payment to Employee, Employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not protectible by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Employee prior to the effective date termination of a Change in Control. (b) The his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee understands agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the foregoing restrictions may limit the ability sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to earn a livelihood execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Employee’s attorney-in-fact with full powers to execute such document itself in a business similar the event employee fails or is unable to provide the Company with such signed documents. This provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The Employee hereby acknowledges Executive understands and recognizes that his services to Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information and Executive agrees that, during the Employment Term and twelve month period immediately following Executive’s separation from employment (the “Termination Restriction Period”), whether such separation is voluntary or involuntary, he shall not in any manner, directly or indirectly, on behalf of himself or any other person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business involving the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that development or commercialization of competing products developed or commercialized by the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business Executive’s separation or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in at any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their time during Executive’s employment with the Company or any subsidiary thereof or engage (the “Business of the Company”) within the geographic area in any Competing Businesswhich Company does business, which is deemed by the Parties hereto to be the United States and the European Union. Executive acknowledges that, due to the unique nature of Company’s business, Company has a strong legitimate business interest in protecting the continuity of its business interests and its Confidential and Proprietary Information and the restriction herein agreed to by Executive narrowly and fairly serves such an important and critical business interest of Company. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit Executive from acquiring or passively holding, solely for investment, publicly traded securities of any corporation, some or all of the term "Competing Business" shall not include any business or activity that was not conducted by activities of which are engaged in the Business of the Company prior to so long as such securities do not, in the effective date aggregate, constitute more than four percent (4%) of any class or series of outstanding securities of such corporation; and further notwithstanding the foregoing, nothing contained in this Section 7(a) shall preclude Executive from performing the functions of chief executive or other senior executive, per se, provided such functions do not involve the development of a Change in Control. (b) The Employee understands that product within the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business Business of the Company, but nevertheless believes that or the Employee has received use of the Confidential and will receive sufficient consideration and other benefits, as Proprietary Information; becoming an employee of, or from otherwise providing services to, a separate division or operating unit of a multi-divisional business or enterprise (a “Division”) if: (i)) the Division by which Executive is employed, or to which Executive provides services, is not engaged in the Business of Company, (ii) Executive does not provide services, directly or indirectly, to any other division or operating unit of such multi-divisional business or enterprise engaged in or proposing to engage in the Business of Company (individually, a “Competitive Division” and collectively, the “Competitive Divisions”) and (iii) the Competitive Divisions, in the aggregate, accounted for less than 10% of the Company multi-divisional business or enterprise’s consolidated revenues for the fiscal year, and as otherwise provided hereundereach subsequent quarterly period, prior to justify such restrictions which, in any event (given Executive’s commencement of employment with or provision of services to the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingDivision.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace is relying on his extensive experience, knowledge, ability and contacts in the Employee and, accordingly, the Employee agrees that, Business engaged in consideration of the benefits to be received by the Company in entering into this Agreement. For this reason, Employee hereundercovenants and agrees that during the period of his employment by the Company, the Employee will not, from and after the date hereof until the first anniversary for a period of the termination of the Employment Period (or six months after the termination of the Employment Period if one year immediately following such termination is as a result of a termination for Good Reason following a Change in Control)employment, (iexcept in the event the Company elects to terminated this Agreement or any extension thereof pursuant to the Section 2(b) in which case Section 6(b) shall be in effect) he shall not have any direct or indirect ownership or other financial interest in and will not directly or indirectly indirectly, engage in, or in the developmentany manner become interested in (as principal, productionagent, marketing or sale of products that compete (orconsultant, upon commercializationadvisor, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate employee or other participant in otherwise) any Competing Business, (ii) assist others in engaging in any Competing business which competes with the Business of the Company in the manner described geographic territory in which the Employee is then operating nor will he solicit business directly or indirectly on behalf of such competing business. In addition, as part of the consideration required of him under this Agreement, Employee shall not, while in the foregoing clause employment of the Company, and for a period of two (i), 2) years thereafter either: (1) hire or (iii) otherwise induce other any employee or employees of the Company or any subsidiary thereof of its subsidiaries, to leave or terminate their such employment, or (2) employ, assist in employing or otherwise associate in business with any such employee of the Company or any of its subsidiaries. Further, as part of the consideration required of him under this Agreement, Employee agrees that he will not at any time, either during his employment with the Company of after cessation thereof divulge to any person, firm or company any subsidiary thereof information received by him during the course of his employment relating to or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to affecting the business of the Company, including, but nevertheless believes not specifically limited to, information relating to any contracts, statistics, methods, costs or revenues, and all of such information shall be kept confidential and not in any way be revealed to anyone without the express written consent of the Company. Employee understands that the breach or the threatened breach of any of the covenants contained herein to which Employee has received agreed will result in irreparable injury to the Company and agrees that the Company may, in addition to its remedies at law in any such event, seek and obtain a court injunction restraining the breach of said covenants or any of them. (b) In the event that the Company elects to terminate this Agreement, or any extension thereof under Section 2(b) hereof, the Company shall have the right to require Employee to abide by the covenant described herein for a period of up to one year immediately following such termination date. In such event, Employee covenants and agrees that for the non-competitive period described above, he shall not have any direct or indirect ownership or other financial interest in and will receive sufficient consideration and other benefitsnot directly or indirectly engage in, or in any manner become interested in (as an principal, agent, consultant, advisor, officer, director, employee or otherwise) any business which competes with the Business of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), geographic territory in which the Employee believes would not prevent the Employee from earning a livingis then operating nor will he solicit business, directly or indirectly on behalf of such competing business.

Restrictive Covenant. (a) The Employee Executive hereby acknowledges agrees to a minimum period for the Restrictive Covenant as is hereinafter described of seven (7) years from the date hereof. Executive hereby covenants and recognizes agrees that for such period and for the duration of the Employment Term and for a period of two years following his termination of employment for any reason (whether during the Initial Employment Term or thereafter), Executive shall not, directly or indirectly anywhere in the world: (i) own, manage, operate, control, be employed by, consult with, advise, provide financial assistance to, participate in or be connected in any manner with the operation, ownership, management or control of any enterprise that, either directly or through one or more affiliated entities, provides products or services which compete with those of the Company, including but limited to integrated supply services to any manufacturing operation at any location throughout the world; (ii) make any attempt to solicit the integrated supply business of any customer of the Company (other than on behalf of the Company), or make any attempt to discourage any customer of the Company from doing business with the Company; or (iii) induce or encourage any employee of the Company to leave the employ of the Company. Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as an investment, securities of any publicly-traded corporation or other business entity, provided that Executive does not own, directly or indirectly, more than one percent of any class of voting securities of any such corporation or other business entity which has as its business integrated supply services or other businesses then being conducted by the Company. The foregoing covenants and agreements of Executive are referred to herein as the "Restrictive Covenant." (b) The Company may further extend the non-compete period herein provided for a period of up to two (2) additional years by the payment to Executive of the an amount equivalent to the Executive's Base Salary received by him during his last full year of employment prior to termination, to be paid annually for each of such two annual periods on a monthly basis (less all applicable withholding taxes). Upon the Employment PeriodCompany's discontinuance of such payments, the Employee non-compete provisions hereof for such extended period shall automatically terminate. (c) Executive has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 15, including without limitation the time period of restriction and the geographic area of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. (d) Executive acknowledges that the Company's business is and will be privy to built upon the confidence of those with whom it conducts business and that Executive will gain acquaintances and develop relationships by using the good will of the Company. Executive also acknowledges that the Company's business is and will be built upon the success of the Company in research, development and marketing, and through the development of certain business methods and trade secrets secrets, and that Executive's position will give him confidential proprietary information critical to knowledge of all aspects of the Company's business and the Employee further internal operations. In addition, Executive acknowledges and recognizes that the Company would find it extremely difficult Company's dealings through Executive will give Executive confidential knowledge that should not be divulged or impossible used for his own benefit. Executive recognizes and agrees that his violation of any provision of the Restrictive Covenant will cause irreparable harm to replace the Employee and, accordingly, Company. (e) In the Employee agrees event that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding notwithstanding the foregoing, any of the term "Competing Business" provisions of this Section 15 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not include been included herein. In the event that any business or activity that was not conducted by the Company prior provision of this Section 15 relating to the effective date time period and/or the area of restriction and/or related aspects shall be declared by a Change court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in Control. (b) The Employee understands that such regard, and the foregoing restrictions may limit the ability provisions of the Employee to earn a livelihood in a business similar Restrictive Covenant shall remain enforceable to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify fullest extent deemed reasonable by such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingcourt.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes thatagrees, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration as part of the benefits to be received by consideration hereof, for a period of two (2) years following termination of this Agreement, but in no event beyond the Employee hereunder, the Employee will not, from and after the date hereof until the first fourth anniversary of the termination date of Employee's employment under this Agreement (the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control"Non-compete Period"), (i) that he/she shall not directly or indirectly indirectly, either individually or with others, engage in the developmentor have any interest, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partnerrepresentative, affiliate agent, consultant or other participant otherwise, in any Competing Businessbusiness which is in competition with the business conducted by Employer at the date of termination of Employee's employment within the same geographical boundaries in which Employer then currently engages in its business. This restriction shall be limited to competitive employment, (ii) assist others in engaging in any Competing Business in relationships or acts which compete or may compete with the manner described in the foregoing clause (i)business of Employee as being conducted on date of termination of Employee's employment, or (iii) induce other employees of the Company or any subsidiary thereof such business that Employer plans to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoingwithin a reasonable period following such termination, the term "Competing Business" based upon objective evidence of such plans provided Employee shall not include any business or activity that was not conducted by the Company prior be allowed to the effective date of a Change own and manage Twin City Medical Transportation, Inc. in Controlaccordance with Section 3 above. (b) The Further, Employee understands agrees that during such Non-compete Period Employee shall not directly or indirectly, or through any entity or future employer, solicit the foregoing restrictions may limit employment of, nor employ any person who was employed by Employer prior to or during the ability Non-Compete Period. This restriction shall apply to Employer's drivers and other persons engaged as independent contractors. (c) Ownership by Employee, as a passive investment, of less than two percent (2%) of the Employee to earn outstanding shares of capital stock of any corporation listed on a livelihood in national securities exchange or publicly traded on any nationally recognized over-the-counter market shall not constitute a business similar breach of this Section 7. (d) Employer further agrees that during such Non-compete Period subsequent to the termination of this Agreement, he/she shall not solicit Employer's customers on behalf of himself/herself or any other business or entity in competition with the business then conducted by Employer. For purposes hereof, the term "Employer's customers" shall mean any person or entity to which Employer has provided services or products, during the 24-month period immediately preceding the termination of this Agreement. The foregoing restriction shall apply in the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee State of the Company and as otherwise provided hereunder, to justify such restrictions which, Minnesota or in any event (given other state or territory in which Employer conducted material business during the education, skills and ability period of the Employee), the Employee believes would not prevent the Employee from earning a living's employment.

Restrictive Covenant. (a) The Employee hereby acknowledges In this Clause the expression "Termination Date" means the date on which this Agreement shall determine irrespective of the cause or manner (the event of the Executive's death only excluded). (b) Considering that the Executive has obtained and recognizes thatis likely to obtain in the course of his employment knowledge of trade secrets, during know-how, business information or other confidential information relating to the Employment PeriodCompany or any Associated Company and also to their customers, the Employee Executive agrees that he will be privy bound by the following restrictions in order to safeguard such trade secrets and secrets, know-how, business information or other confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees goodwill of the Company or any subsidiary thereof such Associated Company, in addition to terminate their the restrictions contained in Clauses 19, 20 and 21. (i) he will not, either in contemplation of the termination of his employment with or during the period of 12 months from the Termination Date, canvas or solicit or endeavour to canvass or solicit away from the Company or any subsidiary thereof Associated Company in the Xxxxxx Xxxxxxx, the custom or business of any person, firm or company carrying on business in the United Kingdom who is or was at any time during the twelve months prior to the Termination Date a client or customer of the Company or of any Associated Company with whom he had business dealings during the course of his employment in that twelve month period or in relation to whose requirements he had knowledge of a material kind; (ii) he will not, during the period of 6 months from the Termination Date, carry on, set up, engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include or be directly or indirectly interested or concerned in any business or activity that anywhere in the United Kingdom carried on or about to be carried on by any person, firm or company in competition with any business or activity in which the Executive was not conducted by actively involved during the Company course of twelve months immediately prior to the effective date of a Change Termination Date. This is providing that nothing contained in Control. this sub-Clause 24 (b) The Employee understands that (ii) shall prohibit the foregoing restrictions may limit the ability of the Employee to earn a livelihood carrying on of, or being engaged, concerned or interested in, any business not in a business similar to direct or indirect competition with the business of the Company or any Associated Company; (iii) he will not either in contemplation of the termination of his employment or during the period of 6 months from the Termination Date entice, solicit or endeavour to entice or solicit away any person who is employed or engaged by the Company or any Associated Company either as a director or in a managerial or executive capacity or who is in possession of confidential information belonging to the Company and/or any Associated Company and with whom the Executive had business dealings during the course of his employment in the twelve month period prior to the Termination Date; (iv) he will not either in contemplation of the termination of his employment hereunder or during the period of six months from the Termination Date, interfere or seek to interfere with the supply to the Company or any Associated Company of any goods or services by any supplier who, during the twelve months preceding the Termination Date, supplied goods or services to the Company or such Associated Company, but nevertheless believes that being a supplier of goods or services with whom during the Employee has received and will receive sufficient consideration and other benefits, twelve month period immediately prior to the Termination Date he had dealings of a material kind in his capacity as an employee or director of the Company, nor will he interfere or seek to interfere with the continuance of such supply or the terms on which such supply has during such period as stated above been made. (c) The restrictions set out in Clauses 24 (b) (i), (ii), (iii) and (iv) above shall (without prejudice to their generality) apply to any action taken by the Executive, whether as agent, representative, principal, employee or consultant or as a director or other officer of any company or by any associated company controlled by him or any associate of his. (d) The Executive will, in the event of receiving an offer of employment either during the continuance of this Agreement or during the continuance in force of any of the restrictions set out in this Clause 24, immediately provide to the offeror a copy of this Clause 24 and will inform the Company of the identify of the offeror and as otherwise provided hereunderthe terms of the offer. (e) While the restrictions and Clause 24 of this Agreement are considered by the Executive to be reasonable and necessary in all the circumstances for the protection of the Group's legitimate interests, to justify it is recognised by the parties that restrictions of the nature in question may fail for technical reasons unforeseen. Accordingly it is agreed that if any of such restrictions which, shall be adjudged to be void as going beyond what is reasonable in any event (given all the education, skills and ability circumstances for the protection of the Employee), interests of the Employee believes Group but would not prevent be valid if part of the Employee from earning a livingwording were deleted and/or the periods (if any) reduced and/or area dealt with reduced in scope the restrictions shall apply with such modifications as may be necessary to make them valid and effective.

Restrictive Covenant. (a) 10.1 The Employee hereby acknowledges and recognizes that, that during the Employment Periodterm of his employment with Employer, the Employee he will be privy to trade secrets and confidential and proprietary information critical to the Company's Employer’s business within certain markets, and the Employee further acknowledges and recognizes that the Company would Employer may find it extremely difficult or impossible and disruptive to replace the Employee andEmployee. Accordingly, accordingly, the Employee agrees that, in consideration of the benefits premises contained herein and the consideration to be received by the Employee hereunder, the Employee he will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) Employee’s employment with Employer: 10.1.1 directly or indirectly engage in, represent in the developmentany way, productionor be connected with, marketing any business or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination activity (such business or activity being hereinafter called a "“Competing Business") ”), directly competing with any SCP branch Employee has responsibility for directing or managing within a 75 mile radius of the branch, whether such engagement shall be as an officer, director, owner, employee, partner, affiliate affiliate, or other participant in any Competing Business, (ii) ; 10.1.2 assist others in engaging in any Competing Business in the any manner described in the foregoing clause (i), section 10.1.1; 10.1.3 induce the Employer’s customers to change or (iii) alter in any manner their business dealings with Employer or either directly or indirectly contact or cause to be contacted any of SCP customers as they exist at the time Employee’s employment is terminated; or 10.1.4 induce other employees of the Company or any subsidiary thereof Employer to terminate their employment with the Company or any subsidiary thereof Employer or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in Control. (b) 10.2 The Employee understands acknowledges and agrees that the foregoing restrictions may will limit the his ability of the Employee to earn become employed with a livelihood in a business similar to the business of the CompanyCompeting Business, but he nevertheless believes understands that the Employee he has received and will in the future receive sufficient consideration and other benefits, benefits as an employee Employee of the Company Employer and as otherwise provided hereunder, hereunder to clearly justify such restrictions whichrestrictions, which in any event (given the his education, skills skills, and ability of the Employee), ability) the Employee believes does not believe would not prevent the Employee him from earning a living. 10.3 In the event of Employee’s actual or threatened breach of the provisions of this section 10, Employer shall be entitled to obtain an injunction enjoining Employee from committing such actual or threatened breach. Employer shall also be permitted to pursue any other available remedies available for such breach or threatened breach, including the recovery of damages from Employee, and Employee shall reimburse Employer for all reasonable costs associated with the enforcement of this section 10 including court costs and reasonable attorneys’ fees. If a court of competent jurisdiction determines that any provision or restriction in this section 10 is unreasonable or unenforceable, said court shall modify such restriction or provision so that it then becomes an enforceable restriction of the activities of Employee that are competitive with Employer.

Restrictive Covenant. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows: (a) The Employee hereby acknowledges During the Term and recognizes that(i) in the case of a termination of Executive’s employment with the Company for any reason other than due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof or (ii) in the case of a termination of Executive’s employment with the Company due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof, during solely in the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes event that the Company provides Executive with a written notice by no later than the date of such termination that it has elected to continue to pay to Executive the Base Salary Executive would find it extremely difficult have received if he remained employed for the (12) months following the date of such Non-Renewal Termination, for a period of one (1) year from the date of such termination, Executive shall not directly or impossible to replace the Employee andindirectly, accordinglyeither as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, own, manage, finance, operate, control or otherwise engage or participate in any manner or fashion in, any hotel or casino in (I) Cxxxx County, Nevada (including, without limitation, the Employee agrees that, in consideration City of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in ControlLas Vegas), (iII) directly the Macau Special Administrative Region of The People’s Republic of China or indirectly engage (III) any other location in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of which the Company being developed (so long as such development or any of its affiliates is doing business or has not been abandoned)made substantial plans to commence doing business, marketed or sold in each case at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlExecutive’s termination. (b) The Employee In addition to, and not in limitation of, the provisions of Section 8(a), Executive agrees, for the benefit of the Company and its affiliates, that during the Term and for the period commencing on the date of Executive’s termination and ending on the second anniversary of such date of termination, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, on behalf of Executive or any other person or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith, or (ii) hire or engage any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its affiliates. (c) Executive understands that the foregoing restrictions provisions of this Section 8 may limit the his ability of the Employee to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, but nevertheless believes that (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the Employee has received general public, (iv) such provisions are not unduly burdensome to Executive, and will receive (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 8. In consideration and other benefits, as an employee of the Company foregoing and as otherwise provided hereunder, to justify such restrictions which, in any event (given the light of Executive’s education, skills and ability abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Section 8 otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Employeeother restrictions contained herein. (e) In the event that Executive violates any of the restrictive covenants set forth in Sections 8(a) or 8(b), in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable equity award agreement, all outstanding stock options to purchase Shares and other unvested equity awards granted to Executive shall be automatically forfeited effective as of the Employee believes would not prevent the Employee from earning a livingdate on which such violation first occurs.

Restrictive Covenant. The Employee in consideration of his special and unique services and his position, which by its nature exposes him to trade secrets, proprietary information and other confidential material and assets of the Employer, covenants and agrees as follows with the Employer: (a) The Employee hereby acknowledges During the term of this Agreement and recognizes thatduring any extended term, during whether or not the Employment PeriodEmployee's employment hereunder is terminated before the end of the particular term, and for the additional periods thereafter, set forth below, the Employee will be privy to trade secrets covenants and confidential proprietary information critical to agrees with the Company's business and the Employee further acknowledges and recognizes Employer that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will he shall not, from and after the date hereof until the first anniversary of the termination of the Employment Period directly or indirectly, as proprietor, partner, shareholder (or six months after the termination of the Employment Period if such termination is other than as a result of less than five percent shareholder in a termination for Good Reason following a Change in Controlpublicly held company), (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owneremployee or consultant, employee, partner, affiliate or other participant in any Competing Businessother capacity, (ii) assist others in engaging in for his own benefit or for or with any Competing Business in the manner described in the foregoing clause (i)other person or entity, or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include or perform services in any business or activity that was not conducted by the Company prior involved in or related to the effective date business in which the Employer or any of a Change its Affiliates, as herein defined, is now engaged or any other business in Controlwhich the Employer or any of its Affiliates may hereafter become engaged in any trading area in which the Employer or any of its Affiliates may be engaged in business or trade. The Employee acknowledges that the Employer and its Affiliates now carry on their business in many trading areas throughout the world. (i) If the Employee's employment is terminated for Cause as defined by paragraph 3.(c) hereof, then the restrictive covenant shall extend for three (3) years after such termination. (ii) If the Employer fails to exercise its option to extend as provided by paragraph 13. hereof, then the restrictive covenant shall extend for one (1) year after the end of the initial term. (iii) If the Employer does exercise its option to extend as provided by paragraph 13. hereof, then the restrictive covenant shall extend for three (3) years after the end of the extended term. (iv) But, if the Employer exercises its option to terminate this Agreement as provided by paragraph 12. hereof, then there shall be no restrictive covenant, binding upon the Employee after such termination. (b) The Employee understands further covenants that he will not, at any time, without the foregoing restrictions may limit the ability prior written consent of the Employer furnish or disclose to any person who is not then an officer, employee or agent of the Employer, (i) any trade secret of the Employer or of any Affiliate, or (ii) any documents, records, plans, models, customer lists or other tangible property of the Employer or any Affiliate, regardless of its form, which may come into his possession, custody or control in consequence of his employment. (c) In addition to a right to accounting by the Employer and/or damages and/or any other relief to which the Employer may be entitled as a result of the Employee's breach hereof, the Employer or the Affiliates will be entitled to injunctive relief restraining any such breach or threatened breach, or the continuation of such breach, by the Employee, provided, however that if a court of competent jurisdiction shall determine that this covenant shall be enforceable only if limited to a shorter period of time or to a small geographical (d) The rights hereunder by the Employer against the Employee may be assigned by the Employer and may be enforced by any successors or assigns of the Employer. (e) The provisions of this paragraph are subject to earn a livelihood in a business similar the provisions of paragraph 8 hereof, related to sale of the business of the Company, but nevertheless believes that Employer or the Employee has received and will receive sufficient consideration and other benefits, as an employee shares of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingits stock.

Restrictive Covenant. (a) The Employee hereby acknowledges and recognizes that, during 7.1 In the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary event of the termination of employment with the Employment Period (or six months after Company at any time prior to the termination expiration of the Employment Period if Term hereof, or Employee’s discharge in accordance with Article IX, or the expiration of the Term hereof without renewal, Employee agrees that he will not, for period of one (1) year following such termination is termination, directly or indirectly, enter into or become associated with or engage in any other business (whether as a result of a termination for Good Reason following a Change in Control)partner, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, ownershareholder, employee, partnerconsultant, affiliate or other participant otherwise), which business is primarily involved in any Competing Businessassisting clients to cost effectively outsource human resources requirements and operating professional employer organizations or temporary staffing services, (ii) assist others in engaging in any Competing Business or is otherwise engaged in the manner described in the foregoing clause (i), or (iii) induce other employees of same business as the Company or any subsidiary thereof to terminate their employment in direct competition with the Company in the geographic locations where the Company currently conducts business or any subsidiary thereof or engage in any Competing Businessgeographic locations where the Company was in the process of developing potential business relationships, during the tenure of Employee’s employment by the Company. Notwithstanding the foregoing, the term "Competing Business" ownership by Employee of less than five percent (5%) of the shares of any publicly held corporation shall not include violate the provisions of this Article VII. 7.2 In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, in connection with any business primarily involved in assisting clients to cost effectively outsource human resources requirements and operating professional employer organizations or activity that temporary staffing services, or any business similar to the business in which the Company was not conducted engaged, or in the process of developing during Employee’s tenure with the Company, solicit any customer or employee of the Company who was a customer or employee of the Company during the tenure of his employment. 7.3 Except as otherwise may be agreed by the Company in writing, in consideration of the employment of Employee by the Company, and free of any additional obligations of the Company to make additional payment to Employee, Employee agrees to irrevocably assign to the Company any and all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not protectable by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed by Employee prior to the effective date termination of a Change in Control. (b) The his/her employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment. Employee understands agrees that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the foregoing restrictions may limit the ability sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to earn a livelihood execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company as Employee’s attorney-in-fact with full powers to execute such document itself in a business similar the event Employee fails or is unable to provide the Company with such signed documents. Notwithstanding the foregoing, this provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, but nevertheless believes or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. 7.4 If any court shall hold that the Employee has received and will receive sufficient consideration and duration of non-competition or any other benefitsrestriction contained in this Article VII is unenforceable, as an employee of the Company and as otherwise provided hereunder, it is our intention that same shall not thereby be terminated but shall be deemed amended to justify delete therefrom such restrictions whichprovision or portion adjudicated to be invalid or unenforceable or, in any event (given the educationalternative, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a livingsuch judicially substituted term may be substituted therefor.

Restrictive Covenant. (a) The Employee hereby Executive acknowledges and recognizes thatagrees with respect to the Company that the business of the Company is conducted primarily in the United States (the “Territory”), during and that the Employment PeriodCompany’s reputation and goodwill are an integral part of its business success throughout the Territory. If Executive deprives the Company of any of the Company’s goodwill or in any manner utilizes its reputation and goodwill in competition with the Company, the Employee Company will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees that, in consideration deprived of the benefits to be received by for which it has bargained. Accordingly, Executive agrees that during the Employee hereunderEffective Time, the Employee will he shall not, from and after the date hereof until the first anniversary of the termination of the Employment Period (directly or six months after the termination of the Employment Period if such termination is indirectly, alone or as a result member of a termination for Good Reason following a Change in Control)partnership, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partnerconsultant, affiliate lender or shareholder of any other participant in any Competing Businesscorporation or entity, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment compete with the Company or any subsidiary thereof or engage in any Competing BusinessFamily Entertainment Center business as defined in ¶16 that is located within 100 miles of any Family Entertainment Center owned as of the date of this Agreement, or that is acquired, developed or owned during the Effective Period (if the Executive had knowledge that such Family Entertainment Center was to be acquired, developed or owned during the Effective period), by the Company, its subsidiaries or its affiliates. Notwithstanding Executive further agrees not to solicit the foregoingemployment or services of, the term "Competing Business" shall not include or hire any business or activity that person who was not conducted known to be employed by the Company prior while employed by the Company for a period of six months following termination of this Agreement. Notwithstanding anything herein to the effective date of a Change contrary, this restrictive covenant shall not apply if the Company fails to compensate Executive as set forth in Control. (b) The Employee understands that this Agreement during the foregoing restrictions may limit Engagement Period, or in the ability event the Agreement is sooner terminated, the Company fails to make any of the Employee to earn a livelihood payments set forth in a business similar to ¶10 of this Agreement. For purposes of this Agreement, “Effective Time” shall mean the business Engagement Period and one (1) year thereafter; provided first that if the Agreement is terminated during the initial Engagement Period, then the Effective Period shall be the greater of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of period during which Executive receives severance from the Company and as otherwise provided hereunderone year from the termination date, except that Executive may reduce the Effective Time to justify such restrictions which, in one year by releasing the Company from any event (given the education, skills and ability of the Employeeall severance obligations owed under Section 10(f), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby acknowledges Executive covenants and recognizes that, during the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes ____________________ agrees that the Company would find it extremely difficult Executive shall not directly or impossible to replace indirectly, within the Employee and, accordingly, the Employee agrees that, in consideration marketing area of the benefits to be received by Bank (defined as an area within twenty-five (25) miles of any office of the Employee hereunderBank as of January, 1994), enter into or engage generally in direct or indirect competition with the Employee will notCorporation or Bank or any subsidiary of the Corporation, from and either as an individual on his own or as a partner or joint venturer, or as a director, officer, shareholder, employee, agent, independent contractor, lessor or creditor of or for any person, for a period of two (2) years after the date of termination of his employment if the Executive's employment is terminated for any reason whatsoever except upon resignation by the Executive for "Good Reason" under paragraph 10(d)(2) hereof until (except that change of control shall not constitute Good Reason for this paragraph). The foregoing restriction shall not be construed to prohibit the first anniversary ownership by Executive of not more than five percent (5%) of any class of securities of any corporation which is in competition with the Bank or Corporation, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than by exercising his rights as a shareholder, or seeks to do any of the termination foregoing. The existence of any claim or cause of action of any party against the other, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of this covenant. The Executive agrees that any breach of the Employment Period (restrictions set forth in paragraphs 8 and 9 will result in irreparable injury to the Corporation or six months after Bank for which it shall have no adequate remedy at law and the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Control), (i) directly Corporation or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement Bank shall be entitled to injunctive relief in order to enforce the provisions hereof. In the event that this paragraph shall be determined by any court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as an officer, director, owner, employee, partner, affiliate to that period of time or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof geographical area determined to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted be reasonable by the Company prior to the effective date of a Change in Controlcourt. (b) The Employee understands that the foregoing restrictions may limit the ability of the Employee to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Employee has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided hereunder, to justify such restrictions which, in any event (given the education, skills and ability of the Employee), the Employee believes would not prevent the Employee from earning a living.

Restrictive Covenant. (a) The Employee hereby Executive acknowledges and recognizes that, that during the Employment Period, the Employee Period he will be privy to trade secrets and confidential proprietary non-public information critical to the Company's and its affiliates' business and the Employee further acknowledges and recognizes that the Company would find it extremely difficult or impossible to replace the Employee and, accordingly, the Employee agrees thathim. Accordingly, in consideration of the benefits premises contained herein, and the consideration to be received by the Employee hereunderExecutive hereunder and the granting of certain stock options to the Executive, the Employee will not, from and after the date hereof until the first anniversary of the termination of during the Employment Period and the Non-Competition Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in Controldefined below), the Executive shall not (i) directly or indirectly engage in, represent in the developmentany way, productionor be connected with, marketing or sale of products that compete any Competing Business (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoneddefined below), marketed or sold at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, ; (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or Business; (iii) induce other employees any employee of the Company or any subsidiary affiliate thereof to terminate their such employee's employment with the Company or any subsidiary thereof such affiliate or to engage in any Competing Business. Notwithstanding ; or (iv) induce any entity or person with which the foregoingCompany or any affiliate thereof has a business relationship to terminate or alter such business relationship; provided, however, that the term "Competing Business" foregoing shall not include prevent the Executive from owning the securities of or an interest in any business business, provided such ownership of securities or activity that was not conducted by the Company prior to the effective date interest represents less than five percent (5%) of a Change in Controlany class or type of securities of, or interest in, such business. (b) The Employee Executive understands that the foregoing restrictions may limit the his ability of the Employee to earn a livelihood in a business similar to the business of the CompanyCompany or any affiliate thereof, but he nevertheless believes that the Employee he has received and will receive sufficient consideration and other benefits, benefits as an employee of the Company and as otherwise provided hereunder, hereunder and pursuant to other agreements between the Company and the Executive to justify clearly such restrictions which, in any event (given the his education, skills and ability of the Employeeability), the Employee believes Executive does not believe would not prevent the Employee him from earning a living. (c) As used herein, "Competing Business" shall mean any business in North America if such business or the products sold by it are competitive, directly or indirectly, with (i) the business of the Company or any of its affiliates for which the Executive has direct managerial responsibility, (ii) any of the products manufactured, sold or distributed by the Company or any of its affiliates for which the Executive has direct managerial responsibility or (iii) any products or business being developed by the Company or any of its affiliates for which the Executive has direct managerial responsibility and "Non-Competition Period" shall mean the period commencing on the day immediately following the Termination Date and ending upon the expiration of 12 months following the Termination Date. For purposes of this paragraph (c), the Executive shall be deemed to have direct managerial responsibility for the business of the Company, Holdings, Custom Food Products, Inc. and QFAC.

Restrictive Covenant. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows: (a) The Employee hereby acknowledges During the Term and recognizes that(i) in the case of a termination of Executive’s employment with the Company for any reason other than due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof or (ii) in the case of a termination of Executive’s employment with the Company due to a Non-Renewal Termination or a Voluntary Termination resulting from Executive giving a notice of intention not to extend the Term pursuant to Section 4 hereof, during solely in the Employment Period, the Employee will be privy to trade secrets and confidential proprietary information critical to the Company's business and the Employee further acknowledges and recognizes event that the Company provides Executive with a written notice by no later than the date of such termination or that it has elected to continue to pay to Executive the Base Salary Executive would find it extremely difficult have received if he remained employed for the (12) months following the date of such Non-Renewal Termination, for a period of one (1) year from the date of such termination, Executive shall not directly or impossible to replace the Employee andindirectly, accordinglyeither as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, own, manage, finance, operate, control or otherwise engage or participate in any manner or fashion in, any hotel or casino in (I) Xxxxx County, Nevada (including, without limitation, the Employee agrees that, in consideration City of the benefits to be received by the Employee hereunder, the Employee will not, from and after the date hereof until the first anniversary of the termination of the Employment Period (or six months after the termination of the Employment Period if such termination is as a result of a termination for Good Reason following a Change in ControlLas Vegas), (iII) directly the Macau Special Administrative Region of The People’s Republic of China or indirectly engage (III) any other location in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of which the Company being developed (so long as such development or any of its affiliates is doing business or has not been abandoned)made substantial plans to commence doing business, marketed or sold in each case at the time of the Employee's termination (such business or activity being hereinafter called a "Competing Business") whether such engagement shall be as an officer, director, owner, employee, partner, affiliate or other participant in any Competing Business, (ii) assist others in engaging in any Competing Business in the manner described in the foregoing clause (i), or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. Notwithstanding the foregoing, the term "Competing Business" shall not include any business or activity that was not conducted by the Company prior to the effective date of a Change in ControlExecutive’s termination. (b) The Employee In addition to, and not in limitation of, the provisions of Section 8(a), Executive agrees, for the benefit of the Company and its affiliates, that during the Term and for the period commencing on the date of Executive’s termination and ending on the second anniversary of such date of termination, Executive shall not, directly or indirectly, either as principal, agent, employee, consultant, partner, officer, director, shareholder, or in any other individual or representative capacity, on behalf of Executive or any other person or entity other than the Company or its affiliates (i) solicit or induce, or attempt to solicit or induce, directly or indirectly, any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee or agent of, or consultant to, the Company or any of its affiliates to terminate its, his or her relationship therewith, or (ii) hire or engage any person who is, or during the six months prior to the termination of Executive’s employment with the Company was, an employee, agent of or consultant to the Company or any of its affiliates. (c) Executive understands that the foregoing restrictions provisions of this Section 8 may limit the his ability of the Employee to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, but nevertheless believes that (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the Employee has received general public, (iv) such provisions are not unduly burdensome to Executive, and will receive (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in this Section 8. In consideration and other benefits, as an employee of the Company foregoing and as otherwise provided hereunder, to justify such restrictions which, in any event (given the light of Executive’s education, skills and ability abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Section 8 otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (d) It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 8 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the Employeeother restrictions contained herein. (e) In the event that Executive violates any of the restrictive covenants set forth in Sections 8(a) or 8(b), in addition to any other remedy which may be available (i) at law or in equity, (ii) pursuant to any other provision of this Agreement or (iii) pursuant to any applicable equity award agreement, all outstanding stock options to purchase Shares and other unvested equity awards granted to Executive shall be automatically forfeited effective as of the Employee believes would not prevent the Employee from earning a livingdate on which such violation first occurs.