Exhibit 10.2 AGREEMENT FOR
NON-COMPETITION AND EARN-OUT COMPENSATION
AGREEMENT FOR
NON-COMPETITION AND EARN-OUT COMPENSATION
This Agreement for Non-Competition and
Earn-Out Compensation ("Agreement") is
made September 15, 2005, by and among the
following parties: DataLogic
International, Inc., a Delaware corporation
("Parent"), and IPN
Communications, Inc., a California
corporation("Purchaser") and CBSi Holdings,
Inc., an Arizona Subchapter S company
("Seller"), and Walt Camping
("Camping"), Doug Klein ("Klein"), Fordham
Tucker ("Tucker"), David Daniels
("Daniels") and AppsCafe Incorporated, an
Arizona company ("AppsCafe"),
collectively the ("Participants").
WHEREAS, Purchaser and Seller are parties
to an Asset Purchase Agreement
executed contemporaneously with this
Agreement;
WHEREAS, the execution of this Agreement is
a condition precedent to closing
under the Asset Purchase Agreement between
Purchaser and Seller; and
WHEREAS, Parent, Purchaser, Seller, and
Participants desire to enter this
Agreement, subject to the terms and
conditions set forth below.
NOW THEREFORE, for good and valuable
consideration, the receipt and
sufficiency of which is acknowledged,
Parent, Purchaser, Seller, and
Participants agree as follows.
1. Parent and Purchaser agree
to the terms of this Agreement, subject to
closing under the Asset Purchase Agreement
described in the recitals.
2. Seller and Participants
agree to the terms of this Agreement, subject to
closing under the Asset Purchase Agreement
described in the recitals.
3. Parent, Purchaser, Seller,
and Participants, as the case may be, shall
each execute the Non-Competition Agreements
attached hereto as Exhibit 1 [Walt
Camping]; Exhibit 2 [Doug Klein]; Exhibit 3
[Fordham Tucker], Exhibit 4 [David
Daniels] and Exhibit 5 [AppsCafe].
4. Subject to closing under the
Asset Purchase Agreement described in the
recitals, Parent and
