AGREEMENT NOT TO
COMPETE
THIS
AGREEMENT NOT TO COMPETE is entered into by and between AirRover
Wi-Fi Corp., a Delaware corporation (the “Company”),
and Larry Shultz (“Consultant”).
WHEREAS, Consultant serves as a consultant to the Company, pursuant
to a consulting agreement (the “Consulting Agreement”);
and
WHEREAS, as a condition to the Company’s execution of an
agreement and plan of reorganization among the Company, Air-Q
Corp., Diamond I Technologies and the shareholders of Diamond I
Technologies, Inc., Consultant has agreed to sign and be bound by
this Agreement Not to Compete; and
NOW,
THEREFORE, the parties agree as follows:
Section
1. Covenant Not to Compete. Consultant acknowledges that, as a key
consultant of the Company, Consultant will be involved, on a high
level, in the development, implementation and management of the
national and international business strategies and plans of the
Company, which shall consist of the Company and such other business
units, divisions, subsidiaries or other entities of the Company as
the Company shall determine in its sole discretion from time to
time. By virtue of Consultant’s unique and sensitive position
and special background, involvement of Consultant with a competitor
of the Company represents a serious competitive danger to the
Company, and the use of Consultant’s talent and knowledge and
information about the Company’s business, strategies and
plans can and would constitute a valuable competitive advantage
over the Company. In view of the foregoing, Consultant covenants
and agrees that, if (i) the Consulting Agreement with the Company
is terminated for good cause or (ii) if Consultant voluntarily
resigns from such consulting with the Company, then, for a period
of one year after the date of such termination, Consultant will not
engage or be engaged as, in any capacity, directly or indirectly,
including, but not limited to, Consultant, agent, consultant,
manager, executive, owner or stockholder (except as a passive
investor holding less than 5% equity interest in any enterprise the
securities of which are publicly traded) in any business entity
engaged in competition with any business conducted by the Company
on the date of termination. This Agreement Not to Compete shall
survive the
