A.

Principals are key employees, managers or members of Cass Creek. Cass Creek is engaged in the business of manufacturing and distributing wild game calling electronic devices and other related devices (the “ Business ”).

B.

This Agreement is being executed and delivered in satisfaction of Section 1.8(e) of that certain Asset Purchase Agreement of even date (the “ Purchase Agreement ”) among the Buyer, Cass Creek, Lynn, Bergstue and Streib (the “ Sellers ”) and in connection with the Inventions Royalty Agreement described in Section 2.1 of the Purchase Agreement. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Purchase Agreement.

C.

The Buyer would not enter into and deliver the Purchase Agreement if the Principals did not enter into and deliver this Agreement. Additionally, each of the Principals expects to derive benefits, direct and indirect, from the Purchase Agreement and the transactions contemplated thereby and therefore each of the Principals finds it advantageous, desirable and in their best interests to execute and deliver this Agreement to the Buyer.

1.

Confidential Information .

1.1

For purposes of this Agreement, “ Confidential Information ” means any information that any of the Principals learned or developed during the course of their engagement with the Business that derives independent economic value from being not generally known or readily ascertainable by other persons who could obtain economic value from its disclosure or use, and includes, but is not limited to, trade secrets, and may relate to such matters as research and development, manufacturing processes, management systems and techniques or sales and marketing. For purposes of this Agreement, Confidential Information also includes any information beneficial to the Buyer related to the Business which is not generally known and includes, but is not limited to, any methods of research and testing, customer lists, vendor lists and financial information related to the Business.

1.2

Each of the Principals agrees that, following the Closing Date, he will not directly or indirectly use or disclose any Confidential Information for the benefit of anyone other than the Buyer. Each of the Principals recognizes that the Confidential Information constitutes a valuable asset of the Buyer and hereby agrees to act in such a manner as to prevent its disclosure and use by any person unless such use is for the benefit of the Buyer. Each of the Principals’ obligations under this Section 1 are unconditional, will not be excused by any conduct on the part of the Buyer except prior voluntary disclosure by the Buyer of the Confidential Information and will survive the termination of this Agreement. The obligations of the Principals under this Section 1 are in addition to, and not in derogation of, the obligations of the Sellers under the Purchase Agreement.

2.

Covenant Not to Compete . For a period of five years from and after the Closing Date, none of the Principals, their family members nor their affiliates will engage directly or indirectly (except having less than 1% ownership of the outstanding stock in any publicly-traded corporation) in the Business worldwide. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 2 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

3.

Products in Development . As of the date of this Agreement, Cass Creek has three products under development, the Wiggly Rabbit, the Manual Slate Turkey Call and the Ozone Closet (collectively the “ Development Products ”) fo