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Exhibit 10.72
NON-COMPETITION AGREEMENT
This Non-Competition Agreement (the Agreement), dated as of February 5, 2008, is by and between CDS DP Acquisition, Inc., a Florida corporation whose principal place of business is located at 3030 Horseshoe Drive South, Suite 200, Naples, Florida 34104 (the Buyer) and Glenn Brosnick (Brosnick), an individual currently residing at the address set forth on the signature page to this Agreement.
BACKGROUND INFORMATION
Brosnick is the sole shareholder and principal of Diabetic Plus, Inc., a Florida corporation (the Company), a national direct-to-consumer mail-order distributor of diabetic testing and medical supplies that services over 7,500 customers in the United States and utilizes unique internet data mining software to locate potential customers of the Companys products and services (the Business). Contemporaneous with the execution of this Agreement, Brosnick, as sole shareholder of the Company, will execute an Agreement for the Purchase and Sale of Assets (the Purchase Agreement) whereby the Company will sell substantially all of its assets to the Buyer.
Since Brosnick has substantial knowledge, skill and experience in the operation, administration and marketing of the Business and because Brosnick might be able to establish, operate or participate in activities that might be competitive with the activities of the Buyer, as a condition precedent to the Buyers obligation to execute the Purchase Agreement, Brosnick is required to enter into and execute this Agreement. Accordingly, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each of the parties, they agree as follows:
OPERATIVE PROVISION
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings for such terms that are set forth in the Purchase Agreement.
2. Non-Solicitation; Non-Disparagement. Until the date ending four (4) years following the date of this Agreement, Brosnick will not, and Brosnick will cause his Affiliates to not, directly or indirectly: (i) solicit for employment, or employ any person who, at the time of such solicitation or employment, is an employee or independent contractor of the Buyer or its Affiliates or was employed or engaged by the Buyer or its Affiliates during the twelve month period prior to the solicitation or employment or induce or attempt to induce any person to terminate his employment or engagement with the Buyer or its Affiliates; (ii) do business with or solicit Customers of Buyer or its Affiliates, or engage in any activity intended to terminate, disrupt or interfere with the Buyer or its Affiliates relationships with their Customers; or (iii) engage in any conduct or make any statement disparaging or criticizing the Buyer or its Affiliates, or any products or services offered by the Buyer or its Affiliates.
3. Non-Competition. Until the date ending four (4) years following the date of this Agreement, Brosnick will not, and Brosnick will cause his Affiliates to not, directly or indirectly, alone or in conjunction with any other person or entity, own, manage, operate or control or participate in the ownership, management, operation or control of, or become associated, as an employee, director, officer, advisor, agent, consultant, principal, partner, member or independent contractor with or lender to, any person or entity engaged in or aiding others to engage in business competitive with the Buyer, located anywhere in the United States of America.
4. Divisibility of Covenant Period. If any covenant contained in this Agreement is held to be unreasonable, arbitrary or against public policy, such covenant shall be considered divisible both as to
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time, Customers, competitive services and geographical area, such that each month within the specified period shall be deemed a separate period of time, each Customer a separate customer, each competitive service a separate service and each geographical area a separate geographical area, resulting in an intended requirement that the longest lesser time and largest lesser customer base, service offering and geographical area determined not to be unreasonable, arbitrary or against public policy shall remain effective and be specifically enforceable against Brosnick.
5. Enforcement. Brosnick acknowledges that (i) the restrictions contained in this Agreement are reas






