NON-COMPETITION AGREEMENT
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XXXX X. XXXXXXX
THIS AGREEMENT is made this 10 day of September, 1996, between Xxxx X.
Xxxxxxx ("Seller") and Mesa Processing, Inc. ("Buyer"):
Buyer has commenced or intends to commence operation of the restaurant,
inedible grease collection, processing and/or sales business and rendering
business (the "business"), which it has purchased from Seller by purchasing
all the stock of South Texas By-Products Company, Inc. ("STBP"), and which is
located in Los Fresnos, Texas.
Seller, the previous owner of STBP, is well acquainted with the business,
possessing an extensive and intimate knowledge of its customers and business
activities and is well known to its customers and the general public and is
highly regarded within the trade area of the business.
IN CONSIDERATION of the mutual agreements contained herein and other
valuable consideration, IT IS AGREED as follows:
SECTION 1. RESTRICTIONS. For a period of five (5) years after the date of
this agreement, Seller shall not, himself or as a member, employee or agent
of any partnership, joint venture or other firm, or as an officer, agent,
employee, director, or stockholder of any corporation, or as an employee or
agent of any person or firm, directly or indirectly own, manage, operate,
distribute, jointly control or participate in the ownership, management,
operation or control, or be connected in any manner with any restaurant
inedible, grease collection processing and/or sales business and rendering
grease business within the State of Texas. Seller acknowledges that this area
represents the area in which it conducted the business sold to Buyer.
SECTION 2. CONSIDERATION.
In consideration of the covenants, agreements and undertaking of
Seller contained in this agreement, Seller acknowledges it is receiving
benefits pursuant to the terms of that certain Stock Purchase Agreement
between Seller and Buyer dated Sept. 10, 1996.
SECTION 3. VIOLATIONS AND REMEDIES.
(1) It is agreed between Buyer and Seller that a violation of any
provision of this agreement, Seller will constitute irreparable injury to
Buyer, immediately authorizing him to obtain an injunction form a court
of competent jurisdiction, enjoining Seller and any business enterprise with
which Seller may be associated from further violations, in addition to all
other rights and remedies to which Buyer may be entitled.
(2) In the event of violation of this agreement by Seller and in
addition to all other remedies, Buyer will be entitled to refuse to make the
payments called for by that certain Promissory Note executed by Buyer
pursuant to that certain Stock Purchase Agreement dated Sept. 10, 1996, after
Buyer receives a temporary or permanent injunction or judgment in its favor
against Seller or defined above.
SECTION 4. NOTICE
(1) Any notice required or permitted by any party to this
agreement shall be in writing and may be delivered personally or by certified
mail, return receipt requested, at the party's address indicated below, and
any notice will be effective upon delivery in the case of personal delivery
or upon depositing in the mail, postage paid, in the case of delivery by
mail. The addresses of the parties are as follows:
SELLER:
Xxxx X. Xxxxxxx
X.X. Xxx 000
Xxxx Xxxxxx, Xx 00000
BUYER:
Mesa Processing, Inc.
0000 X. Xxxxx
Xxxx Xxxxx, Xxxxx 00000
(2) The addresses of the parties for the purpose of notice may
be changed by notice given in accordance with this Section 4.
SECTION 5. ATTORNEYS' FEE AND COSTS.
If any action at law or in equity is necessary to enforce this
agreement, the prevailing party shall be entitled to reasonable attorneys'
fees, costs, and other disbursements reasonably incurred in such action in
addition to all other relief to which the party may be entitled.
SECTION 6. GENERAL.
(1) Section headings used in this agreement are intended for
convenience only and not necessarily to describe the content of a particular
section and, therefore, shall not be construed as limiting the effect of any
provision of this agreement.
(2) This agreement is binding upon and inures to the benefit
of the parties, their successors and assigns.
(3) If any restriction contained in this agreement is found by
a court of competent jurisdiction to be invalid or unenforceable, the
restriction shall not be given effect to the extent of the invalidity or
unenforceability found by shall, nevertheless, be given to the fullest extent
permitted by law.
EXECUTED in multiple originals as of the date first above written.
/s/ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
MESA PROCESSING, INC.
By: /s/ Xxx Xxxxxxx, President
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XXX XXXXXXX, PRESIDENT
