EMPLOYEE

RESTRICTIVE COVENANTS

Restrictive Covenants.  The Employee acknowledges that the Corporation, through its employment of the Employee, has provided the Employee with confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Corporation's clients.  The Employee further acknowledges that such confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Corporation's clients are the result of his employment by the Corporation.  In consideration of the foregoing and of the benefits generally provided to the Employee by the Corporation pursuant to the terms of this Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venturer, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, partnership, corporation or other entity, or otherwise.

  Hiring.  [Paragraph Omitted But Included In Fully Licensed Version]

Confidentiality; Disclosure; Proprietary Information.  [Paragraph Omitted But Included In Fully Licensed Version]

Solicitation.  The Employee further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with [Paragraph Omitted But Included In Fully Licensed Version].

Non-Competition With Corporation Clients.  [Paragraph Omitted But Included In Fully Licensed Version]

Covenants Independent.  Each restrictive covenant on the part of the Employee set forth in this Agreement shall [Paragraph Omitted But Included In Fully Licensed Version]

Proprietary Creations. All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the  "Inventions") that may be conceived or developed by Employee, [Paragraph Omitted But Included In Fully Licensed Version]

Divisibility of Covenant Areas and Periods.  If any portion of the restrictive covenants contained herein is held to be unreasonable, arbitrary or against public policy, each covenant shall be considered divisible both as to time and geographical area; and each one (1) month of the specified period shall be deemed to be a separate period of time and each one-half (1/2) mile radius segment of the geographical area shall be deemed to be a separate geographical area, so that the maximum lesser time and geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy.

Injunctive and Equitable Relief.  Employee and Corporation recognize and expressly agree that the extent of damages to Corporation in the event of a breach by Empl [Paragraph Omitted But Included In Fully Licensed Version].

Venue; Court Proceedings.  The Employee and the Corporation hereby agree that the venue of any action, proceeding, counterclaim, crossclaim, or other litigati [Paragraph Omitted But Included In Fully Licensed Version]

Indemnification.  The Employee hereby agrees to indemnify and hold the Corporation and its officers, directors, [Paragraph Omitted But Included In Fully Licensed Version]

Acknowledgment.  The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living without violating the [Paragraph Omitted But Included In Fully Licensed Version]

Survival of Covenants.  All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.