5. Disability or Death.

A. If, as the result of any physical or mental disability, the Executive shall have failed or is unable to perform his duties for a period of Sixty (60) consecutive days, the Company may, by notice to the Executive subsequent thereto, terminate his employment under this Agreement as of the date of the notice without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid base salary and commissions and expenses and benefits which have accrued pursuant to any plan or by law).

B. The term of the Executive's employment under this Agreement shall terminate upon his death without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid base salary and commissions and expenses and benefits which have accrued pursuant to any plan or by law).

6. Non-Competition; Confidential Information; Inventions.

A. During the term of the Executive's employment under this Agreement, the Executive shall not, directly or indirectly, engage or be interested (as a stockholder, director, officer, employee, salesperson, agent, broker, partner, individual proprietor, lender, consultant or otherwise), either individually or in or through any person (whether a corporation, partnership, association or other entity) which engages, anywhere in the United States, in a business which is conducted by the Company on the date of termination of his employment, except that he may be employed by an affiliate of the Company and hold not more than 2% of the outstanding securities of any class of any publicly held company which is competitive with the business of the Company.

B. The Executive shall not, directly or indirectly, either during the term of the Executive's employment under this Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as required by law), or use in any manner, any information acquired by the Executive during his employment by the Company with respect to any clients or customers of the Company or any confidential or secret aspect of the Company's operations or affairs unless such information has become public knowledge other than by reason of actions (direct or indirect) of the Executive. Information subject to the provisions of this paragraph shall include, without limitation:

(i) procedures for computer access and passwords of the Company's clients and customers, program manuals, user manuals or other documentation, run books, screen, file, or database layouts, systems flow charts, and all documentation normally related to the design or implementation of any computer programs developed by the Company relating to computer programs or systems installed either for customers or for internal use;