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EXHIBIT 99.5
NON-COMPETITION AND CONTINUITY
OF BUSINESS-DEALINGS UNDERTAKING
UNDERTAKING dated March 31, 2000, by LINDEN P. BLUE, individually, in
favor of OCEANIC EXPLORATION COMPANY, a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company has entered into an Agreement of Purchase and Sale
of Assets, dated March 31, 2000 (the "Agreement"), with Alliance Services
Associates, Inc., a Delaware corporation, having its principal office at 00000
Xxxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 ("Seller"), Alliance Staffing
Associates, Inc., a Delaware corporation ("Staffing") and the shareholders of
Staffing, pursuant to which the Company is to Purchase from Seller, and Seller
is to sell to the Company, all of the business, assets, properties, goodwill and
rights of Seller (the "Seller's Assets"); and
WHEREAS, the undersigned is one of the parties referred to in the
Agreement as being required to execute and deliver this Undertaking.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good
and valuable consideration, the receipt of which by the undersigned is hereby
acknowledged, and in order to induce the Company to purchase the Seller's Assets
pursuant to the terms of the Agreement, the undersigned hereby undertakes and
agrees as follows:
1. The undersigned will not, for a period of three (3) years from the date
of the closing of the transactions contemplated by the Agreement
(hereinafter called the "Closing"), or, if the undersigned shall be or
become an employee of the Company, for a period of three (3) years
after the termination of undersigned's employment, whichever is later
(the "Limited Period"), directly or indirectly, anywhere where the
business of Seller is presently being conducted or may from time to
time be conducted by the Company during the Limited Period, own,
manage, operate or control, or participate in the ownership,
management, operation or control of, or be connected with or have any
interest in, as a stockholder, director, officer, employee, agent,
consultant, partner or otherwise, which is competitive with the
employee placement business conducted by Seller; provided, however,
that nothing contained herein shall prohibit the undersigned from
owning less than 5% of any class of securities listed on a national
securities exchange or traded publicly in the over-the-counter market.
If any of the provisions of this paragraph is held to be unenforceable
because of the scope, duration or area of its applicability, the court
making such determination shall have the power to modify such scope,
duration of area or all of them, and such provision shall then be
applicable in such modified form.
2. The undersigned will use his or its best efforts to preserve the
business of Seller, to keep available to the Company the services of
Seller's present officers, employees and agents and to preserve for the
Company Seller's present business relations with its suppliers,
distributors, customers and others, and the undersigned shall not,
either before or after the Closing, commit any act, or in any way
assist others to commit any act, which will injure
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the Company or the business heretofore conducted by Seller, and,
without limiting the generality of the foregoing, the undersigned will
not divulge any confidential information or make available to any
others any documents, files or other papers concerning the business or
financial affairs of Seller.
3. Since the Company will be irreparably damaged if the provisions hereof
are not specifically enforced, the Company shall be entitled to an
injunction restraining any violation of this Undertaking by the
undersigned (without any bond or other security being required), or any
other appropriate decree of specific performance. Such remedies shall
not be exclusive and shall be in addition to any other remedy which the
Company may have.
This Undertaking shall inure to the benefit of the Company and its
successors and assigns, shall be binding upon the undersigned and his or its
successors and assigns and may not be modified or terminated orally.
/s/ Linden P. Blue
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Linden P. Blue
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