NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is entered into by and between

and Xscape, LLC, a North Carolina Limited Liability Corporation,

1. Purpose. Company wishes to enter into discussions regarding a possible transaction or series of transactions with Person/Entity relating to Person/Entity's services (the "Transaction") and in connection with such discussions may disclose to Company certain confidential and proprietary

2. Confidential Information. "Confidential Information" means any data or information that is proprietary to the Company, including trade secrets and not generally known to the public, whether in tangible or intangible form, including but not limited to technical, business or product information and any intellectual property related thereto. Confidential Information shall not include any information that: (a) is or becomes publicly available through no action or inaction of the Person/Entity; (b) was known by the Person/Entity prior to receiving the information from the Person/Entity; (c) is disclosed to the Person/Entity by a third party not known by the Person/Entity to be under an obligation to the Company to maintain confidentiality; or (d) is independently developed by the Person/Entity.

3. Disclosures Required by Law. Person/Entity may disclose Confidential Information received from the Company to the extent required by law; provided, however, Person/Entity, to the extent possible without violating the legal requirements of disclosure, shall provide the Customer with prompt written notice of such requirement and shall cooperate with any reasonable requests of the Person/Entity in connection with efforts to contest, protect against or limit any such disclosure.

4. Non-use and Nondisclosure. Person/Entity will not use any Confidential Information for any purpose other than in connection with evaluating the Transaction. Except for the limited right to use the Confidential Information as described herein, no other right or license, whether express or implied, in the Confidential Information is granted to Person/Entity hereunder. Title to the Confidential Information disclosed hereunder will remain solely in the Company. The Person/Entity will ensure that its employees, officers, directors, U.S. subsidiaries and their employees, contractors, subcontractors, service providers, agents, representatives or professional advisors (collectively "Representatives") who have access to Confidential Information abide by the non-use and nondisclosure provisions of this Agreement and have agreed in writing with Person/Entity to maintain the confidentiality of such information. Person/Entity shall be responsible for any breach of this Agreement by any of their Representatives.

5. Maintenance of Confidentiality. Person/Entity will treat the Confidential Information with the same degree of care and safeguards it takes with its own confidential information, but in no event less than a reasonable degree of care. Person/Entity will notify Company upon discovery of any unauthorized use or disclosure of the Confidential Information.

6. Destruction of Confidential Information. Upon the Company's written request, the Person/Entity will destroy all documents containing or representing Confidential Information and all copies thereof, and erase any such Confidential Information from the Person/Entity's computer systems except for electronic information system back-up media kept by Person/Entity in the ordinary course of business; provided, however that Person/Entity's obligations of confidentiality set forth herein shall continue to apply to any back-up media so retained following termination or expiration of this Agreement. If requested by Company in writing, Person/Entity will provide written confirmation of such destruction and erasure to Company.

7. Injunctive Relief. Person/Entity acknowledges that the unauthorized dissemination of Confidential Information may cause irreparable injury to Company; therefore, Person/Entity agrees that Company is entitled to seek injunctive relief to prevent the dissemination of Confidential Information in violation of the terms hereof, in addition to all other legal remedies that may be available to it.

8. Export. If the Company supplies export controlled Confidential Information to Person/Entity, the Company will identify it as such, and the Customer and Company will be responsible for complying with all U.S. export laws and regulations. These include the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR) that apply to the export, re-export, or disclosure of such controlled Confidential Information.

9. Term and Termination. This Agreement is entered into as of the date set forth below and will expire in five (5) years unless otherwise terminated by Company upon written notice to Person/Entity; provided, however, that with respect to any Confidential Information which constitutes a trade secret, Company's obligations with respect to such trade secrets shall remain binding for such period of time as such information constitutes a trade secret under applicable law.

10. Additional Provisions. This Agreement will be governed by the laws of North Carolina, without reference to conflicts of law principles. As between the parties, this Agreement contains the entire understanding with respect to the subject matter hereof and may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any failure to enforce any provision of this Agreement does not constitute a waiver thereof or of any other provision hereof. This Agreement binds and inures to the benefit of the parties hereto and their respective successors and assigns. Each party represents and warrants to the other that this Agreement has been duly authorized, executed, and delivered by it.

By your signature below you acknowledge that you have read and understand the foregoing Agreement, that you agree to comply with all of the terms of the Agreement, and that you have received a copy of the Agreement.

The parties have executed this Agreement as of the date written below.

NON-COMPETE and NON-SOLICITATION AGREEMENT

This Non-Compete and Non-Solicitation Agreement (this "Agreement") is entered into by and between

 

and Xscape LLC, a North Carolina Limited Liability Corporation,

In consideration of the contracting, employment, investment, partnership or other opportunity provided by the Company, You the Person/Entity, intending to be legally bound, agree to the following:

1. Term of Agreement. This Agreement is effective on the Effective Date, and shall remain in effect throughout the term of your involvement with the Company and for a period of one year thereafter.

2. Limitations of this Agreement. This Agreement is not a contract of employment. Neither You nor the Company are obligated to any specific term of employment. This Agreement is limited to the subject matter of covenants not to compete or solicit as described in this Agreement.

3. Covenant Not to Compete. You agree that at no time during the term of your employment with the Company will you engage in any business activity which is competitive with the Company nor work for any company which competes with the Company.

For a period of one (1) year immediately following the termination of your involvement, You will not, for yourself or on behalf of any other person or business enterprise, engage in any business activity which competes with the Company within 100 miles of the facility.

This provision does not prevent You from seeking or obtaining employment or other forms of business relationships with a competitor after termination of employment with the Company so long as such competitor was in existence prior to the termination of your relationship with the Company and You were in no way involved with the organization or formation of such competitor.

4. Non-solicitation. During the term of your involvement, and for a period of one (1) year immediately thereafter, You agree not to solicit any Employee, Client, Partner or independent contractor of the Company on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with the Company to terminate or breach an employment, contractual or other relationship with the Company.

5. Soliciting Customers After Termination of Agreement. For a period of one (1) year following the termination of your employment and your relationship with the Company, You shall not, directly or

indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Company or any other information pertaining to them. Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of the Company on whom You have called or with whom You became acquainted during the term of your employment, as the direct or indirect result of your employment with the Company.

6. Injunctive Relief. You hereby acknowledge (1) that the Company will suffer irreparable harm if You breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if You breach any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

7. Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.

8. Modifications. This Agreement may be modified only by a writing executed by both You and the Company.

9. Prior Understandings. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations.

10. Waiver. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.

11. Jurisdiction and Venue. This Agreement is to be construed pursuant to the laws of the State of North Carolina. You agree to submit to the jurisdiction and venue of any court of competent jurisdiction in Mecklenburg County, North Carolina without regard to conflict of laws provisions, for any claim arising out of this Agreement.

By your signature below you acknowledge that you have read and understand the foregoing Agreement, that you agree to comply with all of the terms of the Agreement, and that you have received a copy of the Agreement.

The parties have executed this Agreement as of the date written below.

indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Company or any other information pertaining to them. Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of the Company on whom You have called or with whom You became acquainted during the term of your employment, as the direct or indirect result of your employment with the Company.

6. Injunctive Relief. You hereby acknowledge (1) that the Company will suffer irreparable harm if You breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if You breach any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

7. Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.

8. Modifications. This Agreement may be modified only by a writing executed by both You and the Company.

9. Prior Understandings. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations.

10. Waiver. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.

11. Jurisdiction and Venue. This Agreement is to be construed pursuant to the laws of the State of North Carolina. You agree to submit to the jurisdiction and venue of any court of competent jurisdiction in Mecklenburg County, North Carolina without regard to conflict of laws provisions, for any claim arising out of this Agreement.

By your signature below you acknowledge that you have read and understand the foregoing Agreement, that you agree to comply with all of the terms of the Agreement, and that you have received a copy of the Agreement.

The parties have executed this Agreement as of the date written below.