NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this “Agreement”), is made this 31 ^st   day of January, 2006, by and among Essex Electric Inc., a Delaware corporation (“Seller”), The Alpine Group, Inc., a Delaware corporation (“Alpine”), Alpine Holdco Inc., a Delaware corporation (“Holdco”), and Steven S. Elbaum (“Elbaum”) (Essex, Alpine, Holdco and Elbaum shall be referred to individually as an “Obligated Party” and collectively as the “Obligated Parties”) and Southwire Company, a Delaware corporation (“Buyer”).

Buyer and Seller have entered into an Asset Purchase Agreement, dated as of September 30, 2005 (the “Asset Purchase Agreement”), pursuant to which Seller has, concurrently herewith, sold to Buyer certain assets of Seller (collectively, the “Purchased Assets”) on the terms and subject to conditions set forth in the Asset Purchase Agreement. Each Obligated Party has intimate knowledge of certain confidential information and business practices of Seller, which, if exploited by an Obligated Party in contravention of this Agreement, could seriously, adversely and irreparably harm Buyer. It is a condition to the respective obligations of Buyer and Seller under the Asset Purchase Agreement that the parties hereto enter into a non-competition agreement in the form of this Agreement. Each Obligated Party acknowledges that Buyer is concurrently herewith paying substantial consideration for the Purchased Assets and that payment of such consideration will inure to its best interests and is, therefore, willing to execute this Agreement and abide by and be bound by the covenants and agreements contained herein.

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.         Definitions . As used in this Agreement, the following terms shall have the following meanings:

(a)         “ Confidential Information ” means information (in any form or media) concerning Seller’s customers, prospective customers (including lists of customers and prospective customers), methods of operation, manufacturing processes, know-how, designs, custom software, business plans, contracts, billing rates or procedures, suppliers, business methods, management, employees, employee compensation, or any other business information relating to Seller (whether constituting a trade secret or proprietary or otherwise) that has material value to Seller and is treated by Seller as being confidential; provided , however , that Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of disclosure by any Obligated Party, (ii) is required to be disclosed by Law or by a court or Governmental Authority of competent jurisdiction, or (iii) was or becomes available to an Obligated Party on a non-confidential basis and from a source (other than a party to this Agreement or any of its Affiliates) that is not known to the Obligated Party to be bound by a confidentiality agreement.

(b)         “ Restricted Business ” means the manufacture and sale of electrical wire of the type manufactured and sold by Seller on the Closing Date.

(c)         “ Restricted Customer ” means (i) any Person to whom goods or services were sold or provided by Seller during the 18-month period prior to the date hereof and (ii) any Person whom Seller solicited for the purpose of selling or providing goods or services with respect to the Business to such Person during the 18-month period prior to the date hereof.

(d)         “ Restricted Territory ” means that geographical area consisting of the United States, Canada and Mexico.

All capitalized terms used herein which are not defined herein shall have the meanings assigned to them in the Asset Purchase Agreement.

2.         Covenants of Each Obligated Party .

(a)         Subject to Section 2(b) hereof, each Obligated Party, severally and not jointly, covenants and agrees that he or it, as the case may be, will not, directly or indirectly (whether through an Affiliate, a designated Person or otherwise), during the period commencing on the date hereof and ending seven years hereafter:

(i)         engage in the Restricted Business in the Restricted Territory, or own, manage, operate, join, control, assist or participate in directly or indirectly (including as a stockholder, partner, proprietor, consultant, independent contractor or lender), any Person that is, directly or indirectly, engaged in the Restricted Business in the Restricted Territory;

(ii)         solicit or call upon any Restricted Customer with a view to selling or providing to such Restricted Customer any product or service included in the Restricted Business;

(iii)        disclose to an