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Exhibit 10.4
Exhibit 2.4(a)(iv) (LF)
NONCOMPETITION AGREEMENT
This Non-competition Agreement (this "Agreement") is made as of
February
28, 2007, by and among Sibling Theatricals, Inc., a wholly owned
subsidiary of
Sibling Entertainment Group, Inc., a New York corporation
("Buyer"), Dick Foster
Productions, Inc., a Nevada corporation (the "Company"), and Lynne
Foster
residing at 2434 Greens Avenue, Henderson, NV 89014 ("Selling
Stockholder").
RECITALS
Pursuant to the terms and conditions of a stock purchase and
shareholders'
agreement made as of February 28, 2007, among the Selling
Stockholder, Richard
Foster, and Dick Foster Productions, Inc. (the "Stock Purchase
Agreement"), the
Buyer concurrently with the execution and delivery of this
Agreement, is
purchasing from each of the Selling Stockholder and Lynne Foster,
ten thousand
(10,000) shares each of the Company for an aggregate total of
twenty thousand
(20,000) of the outstanding shares (the "Shares") of common stock,
par value
$1.00 per share, of the Company. Section 2.4(a)(iv) of the Stock
Purchase
Agreement requires, that this non-competition agreement be executed
and
delivered by each of the Selling Stockholders as a condition to the
purchase of
the Shares by Buyer.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
Capitalized terms not expressly defined in this Agreement shall
have the
meanings ascribed to them in the Stock Purchase Agreement.
2. ACKNOWLEDGMENTS BY STOCKHOLDER
Selling Stockholder acknowledges that (a) Selling Stockholder has
occupied
a position of trust and confidence with the Acquired Companies
prior to the date
hereof and has become familiar with the following, any and all of
which
constitute confidential information of the Acquired Companies,
(collectively the
"Confidential Information"): (i) any and all trade secrets
concerning the
business and affairs of the Acquired Companies, product
specifications, data,
know-how, formulae, compositions, processes, designs, sketches,
photographs,
graphs, drawings, samples, inventions and ideas, past, current and
planned
research and development, current and planned manufacturing and
distribution
methods and processes, customer lists, current and anticipated
customer
requirements, price lists, market studies, business plans,
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computer software and programs (including object code and source
code), computer
software and database technologies, systems, structures and
architectures (and
related processes, formulae, compositions, improvements, devices,
know-how,
inventions, discoveries, concepts, ideas, designs, methods and
information, of
the Acquired Companies and any other information, however
documented, of the
Acquired Companies that is a trade secret; (ii) any and all
information
concerning the business and affairs of the Acquired Companies
(which includes
historical financial statements, financial projections and budgets,
historical
and projected sales, capital spending budgets and plans, the names
and
backgrounds of key personnel, personnel training and techniques and
materials,
however documented; and (iii) any and all notes, analysis,
compilations,
studies, summaries, and other material prepared by or for the
Acquired Companies
containing or based, in whole or in part, on any information
included in the
foregoing, (b) the business of the Acquired Companies is national
in scope, (c)
its products and services are marketed throughout the United
States; (d) the
Acquired Companies compete with other businesses that are or could
be located in
any part of the United States; (e) Buyer has required that Selling
Stockholder
make the covenants set forth in Sections 3 and 4 of this Agreement
as a
condition to the Buyer's purchase of the Shares owned by Selling
Stockholder;
(f) the provisions of Sections 3 and 4 of this Agreement are
reasonable and
necessary to protect and preserve the Acquired Companies' business,
and (g) the
Acquired Companies would be irreparably damaged if Selling
Stockholder were to
breach the covenants set forth in Sections 3 and 4 of this
Agreement.
3. CONFIDENTIAL INFORMATION
Selling Stockholder acknowledges and agrees that all
Confidential
Information known or obtained by Selling Stockholder, whether
before or after
the date hereof, is the property of the Acquired Companies.
Therefore, Selling
Stockholder agrees that Selling Stockholder will not, at any time,
disclose to
any unauthorized Persons or use for his own account or for the
benefit of any
third party any Confidential Information, whether Selling
Stockholder has such
information in Selling Stockholder's memory or embodied in writing
or other
physical form, without Buyer's written consent, unless and to the
extent that
the Confidential Information is or becomes generally known to and
available for
use by the public other than as a result of Selling Stockholder's
fault or the
fault of any other Person bound by a duty of confidentiality to
Buyer or the
Acquired Companies. Selling Stockholder agrees to deliver to Buyer
at the time
of execution of this Agreement, and at any other time Buyer may
request, all
documents, memoranda, notes, plans, records, reports, and other
documentation,
models, components, devices, or computer software, whether embodied
in a disk or
in other form (and all copies of all of the foregoing), relating to
the
businesses, operations, or affairs of the Acquired Companies and
any other
Confidential Information that Selling Stockholder may then possess
or have under
Selling Stockholder's control.
4. NONCOMPETITION
As an inducement for Buyer to enter into the Stock Purchase
Agreement and
as
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additional consideration for the consideration to be paid to
Selling
Stockholder under the Stock Purchase Agreement, Selling Stockholder
agrees that:
(a) For such time as the Selling Stockholder (i) shall be
employed
by the Company or any parent corporation or subsidiary thereof,
(ii) owns,
directly or indirectly, five (5%) or more of the Company's issued
and
outstanding voting securities, and, in any event, for no less than
a period of
four years and ninety (90) days after the closing of the Stock
Purchase
Agreement (the "Restriction Period"):
(i) Selling Stockholder will not, directly or indirectly, engage
or
invest in, own, manage, operate, finance, control, or participate
in the
ownership, management, operation, or control of, be employed by,
associated
with, or in any manner connected with, lend Selling Stockholder's
name or any
similar name to, lend Selling Stockholder's credit to, or render
services or
advice to, any business whose products or activities compete in
whole or in part
with the products or activities of the Company in the state of
Nevada or in any
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