Exhibit 10.10
COVENANT NOT TO COMPETE
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Comes
Now Marc Ebersole and enters into this Covenant Not
To Compete in
favor of Cascade Mountain Mining Company, Inc. ("the Company"):
WHEREAS:
Marc
Ebersole ("Ebersole") owns all of the capital stock of BH
Holding
Company, Inc., ("BH") and ABS Holding Company, Inc. ("ABS"); and
BH and ABS are in the business of valet parking,
parking management and
vehicle immobilization in Atlanta, Georgia; and
On or about November 4th, 2004 Ebersole entered into a Stock
Exchange
Agreement with the Company whereby Ebersole received
32,600,000 shares of the
Company in exchange for all of the shares
of BH and ABS ("the transaction"); and
As a material inducement for the Company to enter into the
transaction,
Ebersole agreed to enter into this Covenant Not To Compete in favor
of the
Company, and its successors and assigns.
Now Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,
Ebersole agrees to the following:
1. Ebersole hereby covenants with the Company that
for a period of three
(3) years from the date of the termination
of his employment with the Company,
Ebersole will not, directly or indirectly, engage in,
be employed in, or have
any interest in any occupation or
business similar to or the same as that of BH
and ABS, that is valet parking, parking
management and vehicle immobilization
(booting) within the southeastern United States,
including without limitation
the states of Georgia, Alabama, Louisiana,
Tennessee, Florida, South Carolina,
North Carolina and any other location where BH and ABS are
conducting valet
parking, parking management and vehicle immobilization (booting)
during said
three (3) year period. Ebersole will not
solicit for business any of BH and ABS
customers.
2. Ebersole further covenants with the Company
that for a period of three
(3) years from the date of the termination
of his employment with the Company,
Ebersole will not solicit any of BH and ABS employees and independent
contractors to leave or terminate their employment with BH and ABS.
3. Eber
