Common use of Specific Representations Clause in Contracts

Specific Representations. Each party represents that: ------------------------- (a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient. (b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement. (c) The signature appearing below is Employee's manual, original, genuine, authentic and undeniable signature. DATED: September 1, 1996 Particle Interconnect Corporation Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxxxx ----------------- ------------------------- Xxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx President Individually EXHIBIT "A" Period Minimum Compensation ------ -------------------- September 1, 1996 - August 31, 1997 $85,000.00 per year payable according to the Company's normal payroll practices, but in no event less frequently than monthly; the Employee's salary shall be reviewed by the Board of Directors no less often than once every six (6) months. EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty Thousand (50,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) per month on the last day of each month, for thirty-six (36) months, beginning with September 1, 1996 and ending with August 31, 1999. EXHIBIT "C" NONDISCLOSURE AND NON-COMPETITION --------------------------------- 1. During the term of Employee's employment with the Company and for one (1) year thereafter, Employee shall not, directly or indirectly, as principal, agent, employee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity, i) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or ii) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date Employee's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or iii) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee or any person, firm, association, corporation or other entity with whom the Employee is now or may hereafter become associated; or iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become a member or partner of any partnership or any owner or affiliate of any other business which conducts a business similar to the business conducted by the Company. v) in any manner interfere with, disrupt or attempt to disrupt the relationship between the Company and/or any of its customers, or use in any manner whatsoever, the Company's customer list, database, or trade secrets. 2. The parties agree that in light of the specialized nature of the industry and the national-customer base of the Company's business that the restrictions set forth in Paragraph 1 hereof shall apply to Employee within the territory of the United States of America. 3. In the event of a violation by Employee of any of the covenants contained in this Agreement, it is mutually agreed that the term of said covenant and/or covenants shall be automatically extended against Employee for a period of one (1) year from the date on which Employee permanently ceases such violation or for a period of one (1) year from the date of the entry by a Court of competent jurisdiction of a final order or judgment enforcing said covenant(s), whichever period is later. The extension of the term(s) of said covenant(s) as provided in this sub-paragraph 3 shall be in addition to, and not in lieu of the remedies provided below. 4. Other than within the proper course of Employee's duties, the Employee will not during or at any time after the termination of association with the Company, use for himself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company, its subsidiaries, its affiliates or that of third parties obtained by him during the period of Employee's employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters, i) of a technical nature such as but not limited to research methods, know- how, reporting procedures, composition, processes, computer databases and similar items or research project, ii) of a business nature such as but not limited to information about finances, costs, profits, sales, contracts, transactions, or customer lists, or iii) pertaining to future developments such as but not limited to research and development or future marketing or advertising programs. Further, the Employee shall, during and after the period of Employee's employment, diligently endeavor to prevent the publication or disclosure of any such secret or confidential information, knowledge or data. 5. Except as otherwise provided in a written agreement between Employee and the Company, if any, all forms, manuals, letters, notes, notebooks, reports, sketches, formulas, computer programs and similar items, memoranda, client lists, business, marketing and financial plans and studies and all other materials and all copies thereof relating in any way to the business of the Company or of its subsidiaries or affiliates and in any way obtained or produced by the Employee during the period of Employee's employment with the Company shall be the property of the Company and shall be surrendered to the Company or its authorized representative upon the termination of the employment or at any other time at the request of the Company. Employee further agrees that Employee will not make or retain any copies of any of the foregoing and will so represent to the Company upon the termination of Employee's employment. 6. The Company and Employee agree that the Company would not have an adequate remedy at law for money damages in the event that the provisions of this Agreement are not complied with in accordance with their terms, and therefore agree that in the event of any breach of any of these provisions by the Employee, the Company shall be entitled to equitable relief by way of injunction or otherwise, together with costs and expenses incurred by it, including attorneys' fees, in addition to such other remedies as the Company may have. 7. In the event, Employee violates the terms of this Nondisclosure and Non- competition section, and in the further event that Company is not made aware of such violation until a point in time after which Employee has commenced engaging in services similar to those engaged in by Company, for clients for whom Company has provided services within three years of the date of Employee's termination of employment, then in addition to the injunctive relief provide for in subparagraph 6 above, Company shall be entitled to liquidated damages which shall be based upon the revenues generated by Employee from Company's clients as follows. a. Employee shall pay to Company one-third of all revenues collected by Employee from Company's clients for a period of three (3) years from the date on which Employee first collected revenues from any such Company client. 8. The parties hereby acknowledge that the restrictive covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance and not in derogation of the provisions of this Agreement, Company and Employee agree that in the event a court of competent jurisdiction should for any reason decline to enforce any of said covenants, that Employee's Agreement shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent in time, geography and otherwise as the court shall deem enforceable and/or to grant Company such other relief at law or in equity as shall be reasonable necessary to protect the interest of Company.

Specific Representations. Each party represents that: ------------------------- (a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient. (b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement. (c) The signature appearing below is Employee's 's, her or its manual, original, genuine, authentic and undeniable signature. DATED: September 1, 1996 Particle Interconnect Corporation Xxxxxxxx X. Xxxxxxxx XxXxxxxxxxx By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxxxxx XxXxxxxxxxx ----------------- ------------------------- Xxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx XxXxxxxxxxx Chief Executive Officer Individually and President Individually EXHIBIT "A" Period Minimum Compensation ------ -------------------- September 1, 1996 - August 31, 1997 $85,000.00 100,000.00 per year payable according to the Company's normal payroll practices, but in no event less frequently than monthly; the Employee's salary shall be reviewed by the Board of Directors no less often than once every six (6) months. EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty One Hundred Thousand (50,000100,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) per month on the last day of each month, for thirty-six (36) months, beginning with September 1, 1996 and ending with August 31, 1999. EXHIBIT "C" NONDISCLOSURE AND NON-COMPETITION --------------------------------- 1. During the term of Employee's employment with the Company and for one (1) year thereafter, Employee shall not, directly or indirectly, as principal, agent, employee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity, i) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or ii) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date Employee's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or iii) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee or any person, firm, association, corporation or other entity with whom the Employee is now or may hereafter become associated; or iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become a member or partner of any partnership or any owner or affiliate of any other business which conducts a business similar to the business conducted by the Company. v) in any manner interfere with, disrupt or attempt to disrupt the relationship between the Company and/or any of its customers, or use in any manner whatsoever, the Company's customer list, database, or trade secrets. 2. The parties agree that in light of the specialized nature of the industry and the national-customer base of the Company's business that the restrictions set forth in Paragraph 1 hereof shall apply to Employee within the territory of the United States of America. 3. In the event of a violation by Employee of any of the covenants contained in this Agreement, it is mutually agreed that the term of said covenant and/or covenants shall be automatically extended against Employee for a period of one (1) year from the date on which Employee permanently ceases such violation or for a period of one (1) year from the date of the entry by a Court of competent jurisdiction of a final order or judgment enforcing said covenant(s), whichever period is later. The extension of the term(s) of said covenant(s) as provided in this sub-paragraph 3 shall be in addition to, and not in lieu of the remedies provided below. 4. Other than within the proper course of Employee's duties, the Employee will not during or at any time after the termination of association with the Company, use for himself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company, its subsidiaries, its affiliates or that of third parties obtained by him during the period of Employee's employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters, i) of a technical nature such as but not limited to research methods, know- how, reporting procedures, composition, processes, computer databases and similar items or research project, ii) of a business nature such as but not limited to information about finances, costs, profits, sales, contracts, transactions, or customer lists, or iii) pertaining to future developments such as but not limited to research and development or future marketing or advertising programs. Further, the Employee shall, during and after the period of Employee's employment, diligently endeavor to prevent the publication or disclosure of any such secret or confidential information, knowledge or data. 5. Except as otherwise provided in a written agreement between Employee and the Company, if any, all forms, manuals, letters, notes, notebooks, reports, sketches, formulas, computer programs and similar items, memoranda, client lists, business, marketing and financial plans and studies and all other materials and all copies thereof relating in any way to the business of the Company or of its subsidiaries or affiliates and in any way obtained or produced by the Employee during the period of Employee's employment with the Company shall be the property of the Company and shall be surrendered to the Company or its authorized representative upon the termination of the employment or at any other time at the request of the Company. Employee further agrees that Employee will not make or retain any copies of any of the foregoing and will so represent to the Company upon the termination of Employee's employment. 6. The Company and Employee agree that the Company would not have an adequate remedy at law for money damages in the event that the provisions of this Agreement are not complied with in accordance with their terms, and therefore agree that in the event of any breach of any of these provisions by the Employee, the Company shall be entitled to equitable relief by way of injunction or otherwise, together with costs and expenses incurred by it, including attorneys' fees, in addition to such other remedies as the Company may have. 7. In the event, Employee violates the terms of this Nondisclosure and Non- competition section, and in the further event that Company is not made aware of such violation until a point in time after which Employee has commenced engaging in services similar to those engaged in by Company, for clients for whom Company has provided services within three years of the date of Employee's termination of employment, then in addition to the injunctive relief provide for in subparagraph 6 above, Company shall be entitled to liquidated damages which shall be based upon the revenues generated by Employee from Company's clients as follows. a. Employee shall pay to Company one-third of all revenues collected by Employee from Company's clients for a period of three (3) years from the date on which Employee first collected revenues from any such Company client. 8. The parties hereby acknowledge that the restrictive covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance and not in derogation of the provisions of this Agreement, Company and Employee agree that in the event a court of competent jurisdiction should for any reason decline to enforce any of said covenants, that Employee's Agreement shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent in time, geography and otherwise as the court shall deem enforceable and/or to grant Company such other relief at law or in equity as shall be reasonable necessary to protect the interest of Company.

Specific Representations. Each party represents that: ------------------------------------------------- (a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient. (b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement. (c) The signature appearing below is Employee's manual, original, genuine, authentic and undeniable signature. DATED: September 1October 8, 1996 Particle Interconnect Intercell Corporation Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxx X. Sales By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx ----------------- ------------------------- Xxxxxx -------------------- -------------------- Xxxxxx X. Sales Xxxxx Xxxxxxxx X. Xxxxxxxx Xxxxxx Chief Executive Officer Individually and President Individually EXHIBIT "A" Period " A. Base Compensation $72,000 annually B. Minimum Compensation ------ -------------------- September Bonus: 1. On or before October 1, 1996 - August 311997: $90,000 2. On or before October 1, 1997 1998: $85,000.00 per year payable according to 90,000 C. Performance Bonus: Annually, based on _________ percent (____%) of the Company's normal payroll practices, but in no event less frequently than monthly; the Employee's salary amount by which Net Operating Profit exceeds One Hundred Thousand Dollars ($100,000.00). For purposes hereof "Net Operating Profit" shall be reviewed by the Board as determined for financial accounting purposes, without taking into consideration inter- company expenditures, and expenses in excess of Directors no less often than once every six current (6September 30, 1996) monthsexpense ratios. D. Fringe Benefits: Use of own company vehicle. 3 weeks paid vacation annually EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty Thousand (50,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) per month on the last day of each month, for thirty-six (36) months, beginning with September 1, 1996 and ending with August 31, 1999. EXHIBIT "C" NONDISCLOSURE AND NON-COMPETITION --------------------------------- 1. During the term of Employee's employment with the Company and for one (1) year thereafter, and further provided that neither Company nor Intercell, Inc. are then in default of any of their respective obligations to Employee under any agreement to which they are parties, Employee shall not, directly or indirectly, as principal, agent, employee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity,. i(a) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or ii(b) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date Employee's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or iii(c) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee or any person, firm, association, corporation or other entity with whom the Employee is now or may hereafter become associated; or iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become a member or partner of any partnership or any owner or affiliate of any other business which conducts a business similar to the business conducted by the Company. v(d) in any manner interfere with, disrupt or attempt to disrupt the relationship between the Company and/or any of its customers, or use in any manner whatsoever, the Company's customer list, database, or trade secrets. 2. The parties agree that in light of the specialized nature of the industry and the national-customer base of the Company's business that the restrictions set forth in Paragraph 1 hereof shall apply to Employee within the territory of the United States of America. 3. In the event of a violation by Employee of any of the covenants contained in this Agreement, it is mutually agreed that the term of said covenant and/or covenants shall be automatically extended against Employee for a period of one (1) year from the date on which Employee permanently ceases such violation or for a period of time of one (1) year from the date of the entry by a Court of competent jurisdiction of a final order or judgment enforcing said covenant(s), whichever period is later. The extension of the term(s) of said covenant(s) as provided in this sub-paragraph 3 shall be in addition to, to and not in lieu of the remedies provided below. 4. Other than within the proper course of Employee's duties, the Employee will not during or at any time after the termination of association with the Company, use for himself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company, its subsidiaries, subsidiaries its affiliates or that of third parties obtained by him during the period of Employee's his employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters,. i(a) of a technical nature such as but not limited to research methods, know- how, reporting procedures, composition, processes, computer databases and similar items terms or research project,. ii(b) of a business nature such as but not limited to information about finances, costs, profits, sales, contracts, transactions, or customer lists, or iii(c) pertaining to future developments such as but not limited to research and development or future marketing or advertising programs. Further, the Employee shall, during and after the period of Employee's employment, diligently endeavor to prevent the publication or disclosure of any such secret or confidential information, knowledge or data. 5. Except as otherwise provided in a written agreement between Employee and the Company, if any, all All forms, manuals, letters, notes, notebooks, reports, sketches, formulas, computer programs and similar items, memoranda, client lists, business, marketing and financial plans and studies and all other materials and all copies thereof relating in any way to the business of the Company or of its subsidiaries or affiliates and in any way obtained or produced by the Employee during the period of Employee's his employment with the Company shall be the property of the Company and shall be surrendered to the Company or its authorized representative upon the termination of the employment or at any other time at the request of the Company. Employee further agrees that Employee will not make or retain any copies of any of the foregoing and will so represent to the Company upon the termination of Employee's employment. 6. The Company and Employee agree that the Company would not have an adequate remedy at law for money damages in the event that the provisions of this Agreement are not complied with in accordance with their terms, and therefore agree that in the event of any breach of any of these provisions by the Employee, the Company shall be entitled to equitable relief by way of injunction or otherwise, together with costs and expenses incurred by it, including attorneys' fees, in addition to such other remedies as the Company may have. 7. In the event, Employee violates the terms of this Nondisclosure and Non- competition Competition section, and in the further event that Company is not made aware of such violation until a point in time after which Employee has commenced engaging in services similar to those engaged in by Company, for clients for whom Company has provided services within three years of the date of Employee's termination of employment, then in addition to the injunctive relief provide for in subparagraph 6 above, Company shall be entitled to liquidated damages which shall be based upon the revenues generated by Employee from Company's clients as follows. a. (a) Employee shall pay to Company one-third of all revenues collected by Employee from Company's clients for a period of three (3) years from the date on which Employee first collected revenues from any such Company client. 8. The parties hereby acknowledge that the restrictive covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance and not in derogation of the provisions of this Agreement, Company and Employee agree that in the event a court of competent jurisdiction should for any reason decline to enforce any of said covenants, that Employee's Agreement shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent in time, geography and otherwise as the court shall deem enforceable and/or to grant Company such other relief at law or in equity as shall be reasonable necessary to protect the interest of Company.

Specific Representations. Each party represents that: ------------------------- (a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient. (b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement. (c) The signature appearing below is Employee's his, her or its manual, original, genuine, authentic and undeniable signature. DATED: September 1, 1996 Particle Interconnect Intercell Corporation Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxx /s/ Xxxxxx X. Sales /s/ Xxxx X. Xxxxx ------------------------- ------------------------ By: /s/ Xxxxxx Xxxxx X. Sales By: /s/ Xxxxxxxx Xxxx X. Xxxxxxxx ----------------- ------------------------- Xxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Chief Executive Officer Individually and President Individually EXHIBIT "A" Period Minimum Compensation ------ -------------------- ------------ September 1, 1996 - August 31, 1997 $85,000.00 10,000 per year payable according to the Company's normal payroll practicesmonth September 1, but in no event less frequently than monthly; the Employee's salary shall be reviewed by the Board of Directors no less often than once every six (6) months. 1997 - August 31, 1998 $15,000 per month September 1, 1998 - August 31, 1999 $20,000 per month September 1, 1999 - August 31, 2000 $22,500 per month September 1, 2000 - August 31, 2001 $25,000 per month EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty Thousand (50,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) per month on the last day of each month, for thirty-six (36) months, beginning with September 1, 1996 and ending with August 31, 1999. -NONE- EXHIBIT "C" NONDISCLOSURE AND NON-COMPETITION --------------------------------- 1. During the term of Employee's employment with the Company and for one (1) year thereafter, Employee shall not, directly or indirectly, as principal, agent, employeeEmployee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity, i) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or ii) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date Employee's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or iii) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee or any person, firm, association, corporation or other entity with whom the Employee is now or may hereafter become associated; or iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become a member or partner of any partnership or any owner or affiliate of any other business which conducts a business similar to the business conducted by the Company. v) in any manner interfere with, disrupt or attempt to disrupt the relationship between the Company and/or any of its customers, or use in any manner whatsoever, the Company's customer list, database, or trade secrets. 2. The parties agree that in light of the specialized nature of the industry and the national-customer base of the Company's business that the restrictions set forth in Paragraph 1 hereof shall apply to Employee within the territory of the United States of America. 3. In the event of a violation by Employee of any of the covenants contained in this Agreement, it is mutually agreed that the term of said covenant and/or covenants shall be automatically extended against Employee for a period of one (1) year from the date on which Employee permanently ceases such violation or for a period of one (1) year from the date of the entry by a Court of competent jurisdiction of a final order or judgment enforcing said covenant(s), whichever period is later. The extension of the term(s) of said covenant(s) as provided in this sub-paragraph 3 shall be in addition to, and not in lieu of the remedies provided below. 4. Other than within the proper course of Employee's duties, the Employee will not during or at any time after the termination of association with the Company, use for himself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company, its subsidiaries, subsidiaries its affiliates or that of third parties obtained by him during the period of Employee's his employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters, i) of a technical nature such as but not limited to research methods, know- how, reporting procedures, composition, processes, computer databases and similar items or research project, ii) of a business nature such as but not limited to information about finances, costs, profits, sales, contracts, transactions, or customer lists, or iii) pertaining to future developments such as but not limited to research and development or future marketing or advertising programs. Further, the Employee shall, during and after the period of Employee's employment, diligently endeavor to prevent the publication or disclosure of any such secret or confidential information, knowledge or data. 5. Except as otherwise provided in a written agreement between Employee and the Company, if any, all All forms, manuals, letters, notes, notebooks, reports, sketches, formulas, computer programs and similar items, memoranda, client lists, business, marketing and financial plans and studies and all other materials and all copies thereof relating in any way to the business of the Company or of its subsidiaries or affiliates and in any way obtained or produced by the Employee during the period of Employee's his employment with the Company shall be the property of the Company and shall be surrendered to the Company or its authorized representative upon the termination of the employment or at any other time at the request of the Company. Employee further agrees that Employee will not make or retain any copies of any of the foregoing and will so represent to the Company upon the termination of Employee's employment. 6. The Company and Employee agree that the Company would not have an adequate remedy at law for money damages in the event that the provisions of this Agreement are not complied with in accordance with their terms, and therefore agree that in the event of any breach of any of these provisions by the Employee, the Company shall be entitled to equitable relief by way of injunction or otherwise, together with costs and expenses incurred by it, including attorneys' fees, in addition to such other remedies as the Company may have. 7. In the event, Employee violates the terms of this Nondisclosure and Non- competition section, and in the further event that Company is not made aware of such violation until a point in time after which Employee has commenced engaging in services similar to those engaged in by Company, for clients for whom Company has provided services within three years of the date of Employee's termination of employment, then in addition to the injunctive relief provide for in subparagraph 6 above, Company shall be entitled to liquidated damages which shall be based upon the revenues generated by Employee from Company's clients as follows. a. Employee shall pay to Company one-third of all revenues collected by Employee from Company's clients for a period of three (3) years from the date on which Employee first collected revenues from any such Company client. 8. The parties hereby acknowledge that the restrictive covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance and not in derogation of the provisions of this Agreement, Company and Employee agree that in the event a court of competent jurisdiction should for any reason decline to enforce any of said covenants, that Employee's his Agreement shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent in time, geography and otherwise as the court shall deem enforceable and/or to grant Company such other relief at law or in equity as shall be reasonable necessary to protect the interest of Company.

Specific Representations. Each party represents that: ------------------------------------------------- (a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient. (b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement. (c) The signature appearing below is Employee's his, her or its manual, original, genuine, authentic and undeniable signature. DATED: September 1, 1996 Particle Interconnect Intercell Corporation Xxxxxxxx Xxxxxx X. Xxxxxxxx Sales By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Sales ------------------------ -------------------------- Xxxxx By: /s/ Xxxxxxxx X. Xxxxxxxx ----------------- ------------------------- Xxxxx Xxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Sales Executive Vice President Individually EXHIBIT "A" A Period Minimum Compensation ------ -------------------- ------------ September 1, 1996 - August 31, 1997 $85,000.00 per year payable according to the Company's normal payroll practices, but in no event less frequently than monthly; the Employee's salary shall be reviewed by the Board of Directors no less often than once every six (6) months. EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty Thousand (50,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) 10,000 per month on the last day of each month, for thirty-six (36) months, beginning with September 1, 1996 and ending with 1997 - August 31, 1999. 1998 $15,000 per month September 1, 1998 - August 31, 1999 $20,000 per month September 1, 1999 - August 31, 2000 $22,500 per month September 1, 2000 - August 31, 2001 $25,000 per month EXHIBIT "C" B -NONE- EXHIBIT C NONDISCLOSURE AND NON-COMPETITION --------------------------------- 1. During the term of Employee's employment with the Company and for one (1) year thereafter, Employee shall not, directly or indirectly, as principal, agent, employeeEmployee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity, i) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or ii) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date Employee's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or or iii) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee or any person, firm, association, corporation or other entity with whom the Employee is now or may hereafter become associated; or iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become a member or partner of any partnership or any owner or affiliate of any other business which conducts a business similar to the business conducted by the Company. . v) in any manner interfere with, disrupt or attempt to disrupt the relationship between the Company and/or any of its customers, or use in any manner whatsoever, the Company's customer list, database, or trade secrets. 2. The parties agree that in light of the specialized nature of the industry and the national-customer base of the Company's business that the restrictions set forth in Paragraph 1 hereof shall apply to Employee within the territory of the United States of America. 3. In the event of a violation by Employee of any of the covenants contained in this Agreement, it is mutually agreed that the term of said covenant and/or covenants shall be automatically extended against Employee for a period of one (1) year from the date on which Employee permanently ceases such violation or for a period of one (1) year from the date of the entry by a Court of competent jurisdiction of a final order or judgment enforcing said covenant(sconvenant(s), whichever period is later. The extension of the term(s) of said covenant(s) as provided in this sub-paragraph 3 shall be in addition to, and not in lieu of the remedies provided below. 4. Other than within the proper course of Employee's duties, the Employee will not during or at any time after the termination of association with the Company, use for himself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company, its subsidiaries, subsidiaries its affiliates or that of third parties obtained by him during the period of Employee's his employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters, i) of a technical nature such as but not limited to research methods, know- how, reporting procedures, composition, processes, computer databases and similar items or research project, ii) of a business nature such as but not limited to information about finances, costs, profits, sales, contracts, transactions, or customer lists, or or iii) pertaining to future developments such as but not limited to research and development or future marketing or advertising programs. Further, the Employee shall, during and after the period of Employee's employment, diligently endeavor to prevent the publication or disclosure of any such secret or confidential information, knowledge or data. 5. Except as otherwise provided in a written agreement between Employee and the Company, if any, all All forms, manuals, letters, notes, notebooks, reports, sketches, formulas, computer programs and similar items, memoranda, client lists, business, marketing and financial plans and studies and all other materials and all copies thereof relating in any way to the business of the Company or of its subsidiaries or affiliates and in any way obtained or produced by the Employee during the period of Employee's his employment with the Company shall be the property of the Company and shall be surrendered to the Company or its authorized representative upon the termination of the employment or at any other time at the request of the Company. Employee further agrees that Employee will not make or retain any copies of any of the foregoing and will so represent to the Company upon the termination of Employee's employment. 6. The Company and Employee agree that the Company would not have an adequate remedy at law for money damages in the event that the provisions of this Agreement are not complied with in accordance with their terms, and therefore agree that in the event of any breach of any of these provisions by the Employee, the Company shall be entitled to equitable relief by way of injunction or otherwise, together with costs and expenses incurred by it, including attorneys' fees, in addition to such other remedies as the Company may have. 7. In the event, Employee violates the terms of this Nondisclosure and Non- competition section, and in the further event that Company is not made aware of such violation until a point in time after which Employee has commenced engaging in services similar to those engaged in by Company, for clients for whom Company has provided services within three years of the date of Employee's termination of employment, then in addition to the injunctive relief provide for in subparagraph 6 above, Company shall be entitled to liquidated damages which shall be based upon the revenues generated by Employee from Company's clients as follows. a. Employee shall pay to Company one-third of all revenues collected by Employee from Company's clients for a period of three (3) years from the date on which Employee first collected revenues from any such Company client. 8. The parties hereby acknowledge that the restrictive covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance and not in derogation of the provisions of this Agreement, Company and Employee agree that in the event a court of competent jurisdiction should for any reason decline to enforce any of said covenants, that Employee's his Agreement shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent in time, geography and otherwise as the court shall deem enforceable and/or to grant Company such other relief at law or in equity as shall be reasonable necessary to protect the interest of Company.

Specific Representations. Each party represents that: ------------------------- (a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient. (b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement. (c) The signature appearing below is Employee's his, her or its manual, original, genuine, authentic and undeniable signature. DATED: September 1, 1996 Particle Interconnect Intercell Corporation Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxx /s/ Xxxxxx X. Sales By: /s/ Xxxxxx Xxxxx X. Xxxxx --------------------------------------- ------------------------ By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxxxx ----------------- ------------------------- Xxxxxx Sales Xxxxx Xxxxxxxx X. Xxxxxxxx Xxxxx Chief Executive Officer and President Individually EXHIBIT "A" Period Minimum Compensation ------ -------------------- ------------ September 1, 1996 - August 31, 1997 $85,000.00 10,000 per year payable according to the Company's normal payroll practicesmonth September 1, but in no event less frequently than monthly; the Employee's salary shall be reviewed by the Board of Directors no less often than once every six (6) months. 1997 - August 31, 1998 $15,000 per month September 1, 1998 - August 31, 1999 $20,000 per month September 1, 1999 - August 31, 2000 $22,500 per month September 1, 2000 - August 31, 2001 $25,000 per month EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty Thousand (50,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) per month on the last day of each month, for thirty-six (36) months, beginning with September 1, 1996 and ending with August 31, 1999. -NONE- EXHIBIT "C" NONDISCLOSURE AND NON-COMPETITION --------------------------------- 1. During the term of Employee's employment with the Company and for one (1) year thereafter, Employee Consultant shall not, directly or indirectly, as principal, agent, employee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity, i) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or ii) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date EmployeeConsultant's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or iii) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee Consultant or any person, firm, association, corporation or other entity with whom the Employee Consultant is now or may hereafter become associated; or iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become a member or partner of any partnership or any owner or affiliate of any other business which conducts a business similar to the business conducted by the Company. v) in any manner interfere with, disrupt or attempt to disrupt the relationship between the Company and/or any of its customers, or use in any manner whatsoever, the Company's customer list, database, or trade secrets. 2. The parties agree that in light of the specialized nature of the industry and the national-customer base of the Company's business that the restrictions set forth in Paragraph 1 hereof shall apply to Employee Consultant within the territory of the United States of America. 3. In the event of a violation by Employee of any of the covenants contained in this Agreement, it is mutually agreed that the term of said covenant and/or covenants shall be automatically extended against Employee Consultant for a period of one (1) year from the date on which Employee Consultant permanently ceases such violation or for a period of one (1) year from the date of the entry by a Court of competent jurisdiction of a final order or judgment enforcing said covenant(s), whichever period is later. The extension of the term(s) of said covenant(s) as provided in this sub-paragraph 3 shall be in addition to, and not in lieu of the remedies provided below. 4. Other than within the proper course of EmployeeConsultant's duties, the Employee will not during or at any time after the termination of association with the Company, use for himself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company, its subsidiaries, subsidiaries its affiliates or that of third parties obtained by him during the period of Employee's his employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters, i) of a technical nature such as but not limited to research methods, know- how, reporting procedures, composition, processes, computer databases and similar items or research project, ii) of a business nature such as but not limited to information about finances, costs, profits, sales, contracts, transactions, or customer lists, or iii) pertaining to future developments such as but not limited to research and development or future marketing or advertising programs. Further, the Employee shall, during and after the period of Employee's employment, diligently endeavor to prevent the publication or disclosure of any such secret or confidential information, knowledge or data. 5. Except as otherwise provided in a written agreement between Employee and the Company, if any, all All forms, manuals, letters, notes, notebooks, reports, sketches, formulas, computer programs and similar items, memoranda, client lists, business, marketing and financial plans and studies and all other materials and all copies thereof relating in any way to the business of the Company or of its subsidiaries or affiliates and in any way obtained or produced by the Employee Consultant during the period of Employee's his employment with the Company shall be the property of the Company and shall be surrendered to the Company or its authorized representative upon the termination of the employment or at any other time at the request of the Company. Employee Consultant further agrees that Employee Consultant will not make or retain any copies of any of the foregoing and will so represent to the Company upon the termination of EmployeeConsultant's employment. 6. The Company and Employee agree that the Company would not have an adequate remedy at law for money damages in the event that the provisions of this Agreement are not complied with in accordance with their terms, and therefore agree that in the event of any breach of any of these provisions by the Employee, the Company shall be entitled to equitable relief by way of injunction or otherwise, together with costs and expenses incurred by it, including attorneys' fees, in addition to such other remedies as the Company may have. 7. In the event, Employee violates the terms of this Nondisclosure and Non- Non-competition section, and in the further event that Company is not made aware of such violation until a point in time after which Employee has commenced engaging in services similar to those engaged in by Company, for clients for whom Company has provided services within three years of the date of Employee's termination of employment, then in addition to the injunctive relief provide for in subparagraph 6 above, Company shall be entitled to liquidated damages which shall be based upon the revenues generated by Employee from Company's clients as follows. a. Employee shall pay to Company one-third of all revenues collected by Employee from Company's clients for a period of three (3) years from the date on which Employee first collected revenues from any such Company client. 8. The parties hereby acknowledge that the restrictive covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance and not in derogation of the provisions of this Agreement, Company and Employee agree that in the event a court of competent jurisdiction should for any reason decline to enforce any of said covenants, that Employee's his Agreement shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent in time, geography and otherwise as the court shall deem enforceable and/or to grant Company such other relief at law or in equity as shall be reasonable necessary to protect the interest of Company.

Specific Representations. Each party represents that: ------------------------- (a) The consideration recited herein shall conclusively be deemed fair, adequate, reasonable and sufficient. (b) He, she or it has voluntarily and without fraud, duress, coercion, undue influence or improper persuasion executed this Agreement. (c) The signature appearing below is Employee's manual, original, genuine, authentic and undeniable signature. DATED: September 1October 22, 1996 Particle Interconnect Corporation Xxxxxxxx Xxxxxx X. Xxxxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx X. Sales By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxxxx ----------------- Xxxxx ---------------------- ------------------------- Xxxxxx X. Sales Xxxxxx X. Xxxxx Xxxxxxxx X. Xxxxxxxx President Chief Executive Officer Individually EXHIBIT "A" Period Minimum Compensation ------ -------------------- September 1October 22, 1996 - August 31October 21, 1997 $85,000.00 90,000.00 per year payable according to the Company's normal payroll practices, but in no event less frequently than monthly; the Employee's salary shall be reviewed by the Board of Directors no less often than once every six (6) months. EXHIBIT "B" OPTION PARTICIPATION An Option for Fifty One Hundred Thousand (50,000100,000) shares under the Intercell Corporation 1995 Compensatory Stock Option Plan. This option shall vest according to the following schedule: one-thirty-sixth (1/36) per month on the last day of each month, for thirtyThirty-six Six (36) months, beginning with September November 1, 1996 and ending with August October 31, 1999. EXHIBIT "C" NONDISCLOSURE AND NON-COMPETITION --------------------------------- 1. During the term of Employee's employment with the Company and for one (1) year thereafter, Employee shall not, directly or indirectly, as principal, agent, employee, trustee, or in any like capacity, or through the agency of any corporation, partnership, association, agent, agency or any other like entity, i) engage in any business that is similar to the business conducted by the Company, its subsidiaries or affiliates; or ii) solicit any person (natural or otherwise) who is or has been within three (3) years prior to the date Employee's association is terminated, a customer or client of the Company, its subsidiaries or affiliates; or iii) induce any present or future Employee or affiliate of the Company, its subsidiaries or affiliates to accept employment or similar association with the Employee or any person, firm, association, corporation or other entity with whom the Employee is now or may hereafter become associated; or iv) become the direct or beneficial owner of the capital stock of, or acquire the right or option to become such owner, or become a member or partner of any partnership or any owner or affiliate of any other business which conducts a business similar to the business conducted by the Company. v) in any manner interfere with, disrupt or attempt to disrupt the relationship between the Company and/or any of its customers, or use in any manner whatsoever, the Company's customer list, database, or trade secrets. 2. The parties agree that in light of the specialized nature of the industry and the national-customer base of the Company's business that the restrictions set forth in Paragraph 1 hereof shall apply to Employee within the territory of the United States of America. 3. In the event of a violation by Employee of any of the covenants contained in this Agreement, it is mutually agreed that the term of said covenant and/or covenants shall be automatically extended against Employee for a period of one (1) year from the date on which Employee permanently ceases such violation or for a period of one (1) year from the date of the entry by a Court of competent jurisdiction of a final order or judgment enforcing said covenant(s), whichever period is later. The extension of the term(s) of said covenant(s) as provided in this sub-paragraph 3 shall be in addition to, and not in lieu of the remedies provided below. 4. Other than within the proper course of Employee's duties, the Employee will not during or at any time after the termination of association with the Company, use for himself or others or divulge or convey to others any secret or confidential information, knowledge or data of the Company, its subsidiaries, its affiliates or that of third parties obtained by him during the period of Employee's employment with the Company. Such information, knowledge or data includes but is not limited to secret or confidential matters, i) of a technical nature such as but not limited to research methods, know- how, reporting procedures, composition, processes, computer databases and similar items or research project, ii) of a business nature such as but not limited to information about finances, costs, profits, sales, contracts, transactions, or customer lists, or iii) pertaining to future developments such as but not limited to research and development or future marketing or advertising programs. Further, the Employee shall, during and after the period of Employee's employment, diligently endeavor to prevent the publication or disclosure of any such secret or confidential information, knowledge or data. 5. Except as otherwise provided in a written agreement between Employee and the Company, if any, all forms, manuals, letters, notes, notebooks, reports, sketches, formulas, computer programs and similar items, memoranda, client lists, business, marketing and financial plans and studies and all other materials and all copies thereof relating in any way to the business of the Company or of its subsidiaries or affiliates and in any way obtained or produced by the Employee during the period of Employee's employment with the Company shall be the property of the Company and shall be surrendered to the Company or its authorized representative upon the termination of the employment or at any other time at the request of the Company. Employee further agrees that Employee will not make or retain any copies of any of the foregoing and will so represent to the Company upon the termination of Employee's employment. 6. The Company and Employee agree that the Company would not have an adequate remedy at law for money damages in the event that the provisions of this Agreement are not complied with in accordance with their terms, and therefore agree that in the event of any breach of any of these provisions by the Employee, the Company shall be entitled to equitable relief by way of injunction or otherwise, together with costs and expenses incurred by it, including attorneys' fees, in addition to such other remedies as the Company may have. 7. In the event, Employee violates the terms of this Nondisclosure and Non- competition section, and in the further event that Company is not made aware of such violation until a point in time after which Employee has commenced engaging in services similar to those engaged in by Company, for clients for whom Company has provided services within three years of the date of Employee's termination of employment, then in addition to the injunctive relief provide for in subparagraph 6 above, Company shall be entitled to liquidated damages which shall be based upon the revenues generated by Employee from Company's clients as follows. a. Employee shall pay to Company one-third of all revenues collected by Employee from Company's clients for a period of three (3) years from the date on which Employee first collected revenues from any such Company client. 8. The parties hereby acknowledge that the restrictive covenants contained in this Agreement are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance and not in derogation of the provisions of this Agreement, Company and Employee agree that in the event a court of competent jurisdiction should for any reason decline to enforce any of said covenants, that Employee's Agreement shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent in time, geography and otherwise as the court shall deem enforceable and/or to grant Company such other relief at law or in equity as shall be reasonable necessary to protect the interest of Company.