EXHIBIT 10.4
NON-COMPETITION AND NON-SOLICITATION
AGREEMENT
This Non-competition and Non-solicitation
Agreement (the “Agreement”) is entered into as of June
30, 2005, by and among, Life Safe Services, LLC, a Missouri limited
liability company (“Company”) and STEN Corporation, a
Minnesota corporation (the “Seller”).
BACKGROUND
A.
The Company has agreed to purchase
substantially all the assets of Seller’s wholly owned
subsidiary, Life Safe Services, Inc., a Minnesota corporation
(“Life Safe”), pursuant to the Asset Purchase Agreement
dated as of the date hereof (the “Asset Purchase
Agreement”), by and among the Company, the Seller and Life
Safe.
B.
It is a condition to the Company
consummating the Asset Purchase Agreement that the Seller enter
into this Agreement and provide the Company the assurances set
forth in this Agreement
NOW THEREFORE, in consideration of the
foregoing and other mutual covenants and obligations hereinafter
set forth, the Company and the Seller agree as follows:
1.
Defined Terms . The following terms will have the meanings
indicated for all purposes of this Agreement:
“Business” means the sale and
servicing of the Life Safe and Life Kit Product Lines.
“Restrictive Period” means a
period equal to sixty-six (66) months from the date
hereof.
2.
Non-Competition
.
(a)
The Seller agrees that during the
Restrictive Period, it will not engage in, or participate in a
business or commercial activity competitive with the
Business.
(b)
Inasmuch as the Business is conducted
throughout the United States, the restrictions of this Section 2
will apply in the markets in which Life Safe did Business in the
United States.
3.
Non-Solicitation
.
(a)
During the Restrictive Period, the Seller
will not directly or indirectly solicit any current or prospective
customer, broker, vendor or distributor of Life Safe for the
purpose of p
