#10560
@001 Enter the name of the SELLER:
@002 Enter the name of the BUYER:
@003 Enter the date of the purchase and sale agreement:
@004 Enter the trade name of the business:
!005 Enter the compensation for non-compete in numerals:
@006/@006/@006/@006 Enter the number of months for non-compete in numerals:
6
12
24
KEY IN VALUE
@060 Enter the fields for non-competition:
@007/@007/@007/@007 Enter territory for the non-compete:
the United States
the world
the United States and Canada
KEY IN VALUE
#10561 Will certain activities be permitted?
#if#10561
@200 Describe permitted activity:
#endif
#10562 Will parties agree not to employ each other's workers?
#if#10562
@300/@300/@300/@300 Enter number of months for no employment:
12
24
36
KEY IN VALUE
#10563
#end control section
#10560
/* Para. 10560: Non-compete */


COVENANT NOT TO COMPETE


@001, referred to as SELLER and @002, referred to as BUYER,
agree:


BUYER and SELLER have entered into an agreement dated @003 for
@004.


In consideration of the mutual covenants and payments to be made
pursuant to the agreement, and in further consideration of the
sum of $ @005 (!005 dollars) paid to by BUYER to SELLER, receipt
of which is acknowledged by the SELLER, SELLER agrees not to
compete with BUYER under the terms and conditions set forth
herein.


During a period of @006 months from the date of this agreement
SELLER will not compete at any time, directly or indirectly with
BUYER in the fields of:


@060


in the following geographic territory:


@007


For the purposes of this agreement "competition" shall be defined
to the include, but not be limited to, the following:


(a) participating as a director, stockholder, or partner of, or
having any direct or indirect financial interest (including a
financial interest as a creditor) in any enterprise engaged in
the fields stated above;


(b) participating as an officer, employee, agent, representative,
or consultant in, or rendering any services to, any such
enterprise within the fields stated above;


#10561
/* Para. 10561 - Certain not affected */


The SELLER is engaged in the following activity:


@200



Notwithstanding other provisions in this agreement, it is agreed
that this agreement not to compete shall not apply in any way to
the operations of the activity described above.

#10562
/* Para. 10562: No employee tampering */


SELLER further agrees that for a period extending @300 months
after the substantial consummation of the sale, SELLER shall not
solicit for employment or employ any of the employees as of the
date of substantial consummation of the same. However, in the
event that BUYER terminates any employee, SELLER may employ that
individual, provided that such employment is not limited by any
valid non-competition agreement either assigned by SELLER to
BUYER or entered into to between BUYER and the employee.

#10563
/* Para. 10563: End of non-compete */


SELLER acknowledges that the restrictions contained herein are 
reasonable and necessary to protect the business and interest
which BUYER is acquiring pursuant to the above-referenced 
purchase and sale agreement. It is further agreed that BUYER
would suffer irreparable injury if the restriction is not
obeyed, and that injunctive relief is appropriate for any
violation of the same.


Dated: ____________________________





__________________________________________________

@001, SELLER





___________________________________________________

@002, BUYER