COMPETITIVE PRACTICES AGREEMENT

1.      Covenants .

   a.

Non-solicitation and Non-Competition by Employee . The Employee acknowledges that the list of the Employer's customers and customer contacts as well as Employer's manner and mode of operation as they may exist from time to time are valuable, special, and unique assets of the Employer's business. In recognition of these interests, the parties agree to the following practices:

(1)   Following the termination of Employee's employment with the Employer with or without cause, Employee will not, either directly or indirectly, either for Employee or for any other person, firm, employer or corporation, call upon, solicit, divert, or take away, or attempt to solicit, divert or take away any of the Employees, customers, prospective customers, or business, of the Employer upon whom Employee called, solicited, catered, or became acquainted during Employee's period of employment with the Employer ("Employment Period"); and

(2)   For a reasonable period, which the parties have agreed is the two (2) year period following the termination of Employee's employment with the Employer with or without cause, Employee will not, directly or indirectly, (i) engage in or for any business which is competitive with any business in which Company is engaged as of the Termination Date; (ii) work for or solicit business from any customers of Company for products that are sold by Company as of the Termination Date; (iii) solicit, divert or take away from Company the services of any of the employees or agents of Company, or induce in any way any nonperformance of any of the obligations of such employees or agents to Company; and (iv) undertake, or engage in, any employment or business activities involving the disclosure or use of Company's trade secrets or confidential information. For purposes of this paragraph, the geographic area within which such competition is prohibited shall be the United States, and "customer" shall mean any person or entity which has made purchases from the Company, or to which the Company has made a proposal to sell, within the two years prior to the Termination Date.

   b.

Confidentiality . Employee covenants and agrees that (A) during the Employment Period, except as required in the necessary conduct of the business of Employer or pursuant to appropriate safeguards on confidentiality and only in connection with and in furtherance of the business of Employer and (B) after the Employment Period, on any basis for any reason, Employee shall not use or disclose to anyone except authorized personnel of Employer, whether or not for his benefit or otherwise, any confidential matters (collectively, "Confidential Matters") concerning Employer (including the business of Employer and the Employer's products) or Employer's suppliers, consultants, agents or customers (as defined in subparagraph a(2) above), whether former, current or potential, including without limitation, secrets, trade secrets, copyrights, customer lists, lists of employees, mailing lists, details of consultant or agent contracts, pricing policies, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Employee concerning Employer, its customers, or a third party, including without limitation, any subsid